The Opera Phantom Discord
by jubba.bubba
Summary: *WARNING CONTAINS SEXUAL THEMES AND REFERENCES THROUGHOUT THE WHOLE FICTION, DO NOT READ IF YOU DON'T LIKE THIS* Summary in beginning of Fanfiction.
1. Maris, Prance - Choices

***WARNING, THIS FANFICTION CONTAINS SEXUAL AMD MATURE WRITING AND THEMES THROUGHOUT THE WHOLE STORY, IF YOU DO NOT LIKE THIS, DO NOT CONTINUE READING*****(A/N at the end including taking thr fanfic down if the OG author wishes)**\--

_The Opera Phantom Discord__by Alexandrite Ward_

**_Maris, Prance_**

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Story Summery: Fluttershy and her violinist father come to the Maris Opera House with hopes of making their musical dreams come true. However, all hopes are shattered after Fluttershy's father is kidnapped by the infamous Phantom. She boldly enters the forbidden catacombs, willing to offer her life for her father's. A dark portrayal of Discord and a very villianous portrayal of Blueblood, the two "suitors" for Fluttershy's hoof.

**_Overture_**

The two figures dressed in simple peasant clothes gazed up at the massive cathedral, Notre Mane. One of the figures, a young mare, stared at the rose window in fascination, watching the sun hit the glass, causing a rainbow of colors to illumine the pavement below. The other figure, a stallion who was entering the winter of his life, smiled at the filly next to him. "Maris, Fluttershy. We're in Maris."

"Maris…" the mare whispered, her eyes still focused on the beauty and majesty before her. They were actually there, in Maris, just as they had always dreamed.

The stallion sighed and put his arm around the mare's shoulders, gently guiding her away from the majestic cathedral. "Come," he said. "We must get to the Opera House, for that is a treasure in its own right as well."

Fluttershy nodded her head, although she did not look away from the cathedral until they turned a corner. The two walked quickly amongst the busy Marisians of all social classes. From the wealthy who rode in carriages and wore furs and silks, to the beggars who were hobbling on wooden crutches. There was beauty and poverty everywhere, yet none of it tarnished the wonder that Fluttershy saw in the city.

Finally, after a great deal of walking, the two reached the reason they had come to Maris in the first place. There it stood, the beautiful and majestic Opera House, a treasure in its own right, just as the old pony had said. They gazed up at the architectural masterpiece, their breath escaping their throats as grotesque stone ponies stared back at them. Fluttershy was lost in its wonder, but also felt a strange shiver run down her spine. Was it possible for buildings to have eyes? She knew it was a foolish notion, but still…it seemed almost as if it were staring back at her, searching her very soul.

"Fluttershy?"

The mare woke from her trance with a slight jump. "Yes Papa?"

He gestured for her to follow him, as he was already several feet ahead of her. Fluttershy blushed and quickly followed, helping him up the steps towards the front entrance. They had come to Maris with hopes to start a new life. Fluttershy had been born and raised in the country; her father was a musician from Sweetlan who had come to Prance with the hope of playing in a great orchestra. However, before he could begin to pursue his dream, he met a beautiful Prench mare and the two fell madly in love. The mare, Fluttershy's mother, was the daughter of a wealthy aristocrat and Fluttershy's father had little money, barely enough to please the mare's snobbish parents, who naturally refused the union. The two ran away to the country, where they were married by a village priest. They kept themselves hidden, praying that the mare's family would not discover them and force them apart. It would seem however, that instead, the mare's parents cut her off from the family completely, never once attempting to correspond with her.

But despite this sadness, both of Fluttershy's parents made their lives and home a happy one. Fluttershy did not know a day when she wasn't loved. And while some would examine Fluttershy's humble childhood and upbringing with disdain, Fluttershy wouldn't have had it any other way.

Yet at this very moment, as both she and her father passed through the grand doors of the Opera House, for the first time Fluttershy began to feel somewhat embarrassed about who she was and where she came from. There were only a few ponies in the grand hall, but the ones who were there were elegantly dressed in suits and dresses of fine linen, silk, and lace. The mares wore hats with tall plush feathers, and the stallions wore top hats and carried handkerchiefs in their suit pockets. It was the looks that both Fluttershy and her father received that caused her cheeks to burn red; the looks of a pony who was thinking, you don't belong here.

"Papa…" Fluttershy whispered rather timidly. "Perhaps this isn't a good idea…"

Her father, who was lost in the awe of the room and unaware of any hostile looks, turned his graying head swiftly, looking at his daughter as if she had announced she hated music! Which was far from the truth, for he knew his daughter's greatest passion was music. "What are you saying?" he hissed softly, pulling her off to the side. "You thought coming to Maris was a wonderful idea, why are you so against the thought now?"

Fluttershy bit her lip and looked around, trying to ignore the elegant stallions and mares who regarded the two of them with disgust. "We just…I don't know if we can fit in here," she whispered, feeling her cheeks burn brightly, especially at the look her father gave her after she uttered the words.

Yet before he had the opportunity to say anything, a pony in a maroon uniform and a bushy black beard appeared before the two of them. "May I help you?" the stallion asked, although anyone could tell by the tone in his voice that helping a pony was the last thing he wanted to do.

Fluttershy's father smiled and gave a short bow. "Monsieur, I have come with hopes that there may be an opening in your company's orchestra. I am a violinist, and while I do not like to boast, I have been told by many, including nobility, that I play exceptionally. In fact, I studied music at the conservatory-"

"Yes, yes, yes, that is all very well," the uniformed stallion muttered, waving his hoof to stop Fluttershy's father from babbling. "And who is this?" the stallion asked, nodding toward Fluttershy who timidly hid behind her father.

"Oh, my daughter, a fine singer if I may add. She-"

"We don't need singers," the stallion grumbled. "We have too many singers as it is, if you ask me. But…there may be a place for you monsieur," the stallion then motioned behind him to a door that led off down a dark corridor. "The managers are watching a rehearsal for next week's opera. They would be the ones you would truly wish to speak to. I do not know if they will hire you, the season has already been planned, but…one of our violinists has…gone missing..."

Fluttershy's brow furrowed at this news. Missing? What did that mean? "I would not wish to take another pony's place-" Fluttershy's father began, but the stallion in the maroon uniform quickly cut him off.

"Just go through that door, but be very quiet, Fleur de Lis is rehearsing."

Both Fluttershy and her father exchanged looks at the name, and then bowed their heads to the uniformed stallion. "Is Fleur de Lis a great singer?" Fluttershy quickly asked before the stallion turned away from them.

The pony grimaced. "Some…would think so…"

Her father quickly pulled Fluttershy to his side and hurried through the door the pony had indicated. It was a long dark corridor and the further they went, the louder the singing became. Fluttershy felt velvet rub against her. She realized that she was surrounded by black curtains, and up ahead she could see bright lights, indicating the stage. The singing grew louder and louder still, reminding Fluttershy of a time her father had taken her to the seashore and there were seagulls squawking on the cliffs above. Her father stopped, and the two gazed through a sliver in the curtains at the beautifully illuminated stage.

So this was what it was like, she thought. She was encased in a world of black velvet, stage hooves quickly lowered and lifted elaborate scenes by thick ropes and heavy sandbags. And a few feet in front of her, the stage, bathed in golden light, where dancers twirled and singers lifted their voices to the heavens; it was a dazzling picture of rhythmic chaos.

"Those must be the managers," her father whispered, pointing to two ponies who were dressed in fine suits and exchanging notes with one another while examining the stage. "Wait here," he said, before quickly moving off to the side in hopes to have an audience with the stallions.

Fluttershy barely heard a word; she was lost in the spectacle before her. While gazing out through the curtains was nothing compared to sitting in a box, or so she assumed as she had never been in one, it was as if she were gazing at a piece of the world that few could see. Indeed, this view of the stage felt very sacred.

"Hey!" she jumped at the sound of a gruff voice. A stage hoof grabbed her by her shoulders and whirled her around to face him. "What are you doing back here! No one is allowed back here!"

Fluttershy was terrified, especially when she smelled the alcohol on the donkey's breath. His hooves were large and dirty and the pressure on her shoulders hurt. He then seemed to look at her differently, and a toothy grin spread across his face. "You best come with me little one…" he slurred.

"N-n-no thank you…" Fluttershy whimpered, wriggling her shoulders out of his grip.

"Come on, Cranky Doodle Donkey won't hurt you…" he reached for her again, but Fluttershy quickly moved out of the way, causing the stage hoof to run into a prop, which made him lose his balance, and before he fell completely, he grabbed hold of a piece of scenery and the whole thing came crashing down.

There were several screams by dancers, but none compared to the cry by the prima donna who was nearly knocked over by the crashing piece of scenery."Fleur de Lis! Fleur my darling!" a rather rotund pony reached for the shaken singer who was fanning herself as if to keep from fainting. However, the second the stout little pony reached her side, she pushed him away and seemed perfectly fine.

"WHAT IN GOD'S NAME IS THIS!" the mare screamed, pointing at the crushed scenery. Everyone else was at a loss for words, including the two managers who were simply staring in horror at the stage. Fluttershy turned a deep shade of red, knowing she was in full view for everyone to see. Her father shared the same expression of horror as he locked eyes with hers. "YOU!" Fluttershy jumped as she realized the grand mare was addressing her. "WHO THE HELL ARE YOU AND WHAT THE HELL ARE YOU DOING!"

Fluttershy was scared speechless. What could she say? A simple sorry wouldn't necessarily do much good at this point. "WHO ARE YOU!" the mare demanded.

Everyone was surprised, including Fluttershy, when the voice that spoke came from the old stallion standing next to the managers. "A thousand apologies madam, it was an accident, my daughter didn't mean-"

"YOUR DAUGHTER?" Both Fluttershy and her father regretted the words the second they left his lips. "AND WHO THE HELL ARE YOU!" she demanded.

"Senora, please, do not stress your lovely voice-"

"SHUT UP!" Fleur de Lis barked at the manager who attempted to ease her.

"Monsieur Time Turner," he gave a deep bow. "And this is my daughter Fluttershy, we have come with hopes that I may find a place in your orchestra, as I was just discussing with these gentlecolts. My daughter has a passion for singing and we were hoping that she may also find work in the chorus." It amazed Fluttershy with how calm her father spoke, despite this mare who looked ready to rip one's throat out.

"Is that so?" Fleur growled, her voice not as loud, yet even more menacing.

"Indeed!" cried one of the managers, quickly stepping in. He was a tall stallion, middle aged, with a dark mustache. "Monsieur Turner may help us as Monsieur Caramel has been missing for quite some time. We are in need of a violinist to fill the stallion's place."

"Yes, quite so!" remarked the other manager, a slightly older but remarkably similar gentlecolt. "After all senora, was it not you who mentioned yesterday that it was impossible for you to find your notes due to the missing violin?"

Fleur's eyes turned into slits as she gazed upon the managers. "I do not need musical help of any sort, my talents are gifts!" she spat. "And as for that pony and this…this…little…country bumpkin!" she retorted, looking upon Fluttershy with fury, "I will not perform on this stage knowing that a little stupid clumsy-"

There was a loud groan and suddenly a figure rose from a heap of black curtains, belching as he came to his feet. "Cranky Doodle Donkey!" the mangers said at once.

The stage hoof turned to look at the ponies on the stage, all of whom were staring at him with surprise. "W-w-what?" he hiccupped.

"The donkey is drunk!" one of the mangers cried.

"And it was he who caused the accident!" the other shouted.

"Shame on you!" they both yelled.

Cranky Doodle Donkey simply looked confused.

The rotund pony who had shown great concern for Fleur de Lis earlier stepped forward and slapped Cranky Doodle Donkey hard across the face. "You nearly killed my beloved Fleur de Lis!" he accused. "You drunken lout! Apologize to her at once and then leave this place immediately!"

Fleur de Lis rolled her eyes. "Do shut up Fancypants," she groaned.

However the mangers were quick to agree with Fancypants, the Opera's leading tenor. "Indeed! You're fired Cranky!"

Cranky Doodle Donkey's only response was another disgusting belch.

"So you see madam?" Fluttershy's father quickly intervened. "It was all a mistake; my daughter had nothing to do with this accident."

Fleur de Lis hated to be proven wrong, and she hated it even more when she couldn't have her way. "If we must have a new violinist, then so be it, but I will NOT have that mare share the same stage as me!"

"Of course not!" both managers quickly appeased. Fleur de Lis gave one final glare to the petrified mare, then turned on her heel and exited the stage with Fancypants right behind her.

Everyone let out a long weary sigh of relief. "Turner?" addressed Flim. "You must understand this is a trial period. We don't normally hire stallions right off the street, there are plenty of ponies out there who can play a violin for a few coins. But we are desperate right now for someone to fill Monsieur Caramel's place."

"I understand," he whispered.

"If Monsieur Caramel does not return, and if you do as well as is expected, you may stay and take his place in the orchestra," Flam, the taller of the two managers, added.

Fluttershy's father gave another low bow. "Thank you monsieurs. And…my daughter?"

"Yes, your daughter," both managers grumbled, looking at Fluttershy who was desperately trying to help some of the stage hooves and dancers with fixing the fallen set. "We are in no need of singers, our chorus is quite full and the season is already scheduled. But…" Flim glanced at the mare. "We may find some place for her in the costume department or something like that."

"Oh! Thank you monsieurs! Thank you so-"

"Yes, yes," Flim muttered with a wave of his hoof. "Seek Madame Luna, the dance mistress; she will help get the two of you settled. Come Flam, we must talk, I'm afraid there's been another note…"

Flam rolled his eyes to heaven. "Not another one! What are his demands this time?"

"The usual," Flim muttered, "and then of course, some others as well."

The two managers stalked off, grumbling and complaining all the way. Fluttershy then came to her father's side, looking hopeful for him. "So? Will they let you play?"

He smiled at her and nodded his head, although his smile quickly changed. "I'm afraid I couldn't get you a place in the chorus, I'm so sorry-"

"Oh Papa, please, don't apologize, I do not need to be in the chorus, it matters more that you can play as you've always dreamed."

"But my child, you have dreamed of singing on the stage, have you not?"

Fluttershy shook her head, although it was flat faced lie and her father knew it. She did have dreams of singing on the stage, but there were more important things, such as getting food on the table. And right now, there best chances were for her father.

He sighed and put his arm around his daughter's shoulders. "Come, we must find this Madame Luna, she is to help us find lodging." Fluttershy nodded and followed her father, although before she did, she felt an odd eerie feeling…as if she were being watched again. She looked up to the boxes but saw nothing. Her imagination running wild again, she mused. Yet she couldn't help but wonder if such a place, as old and majestic as this, could be haunted? Her mother read gothic romances and mystery tales to her as a child, causing Fluttershy to stay awake at night afraid of what the darkness would bring, but also filling her with excitement at the turn of every page. It was foolish, she knew, but this place seemed to resemble so many of those tales. The thought of ghosts was rather exciting, and perhaps even a little romantic.

Her father called her name, and she quickly turned and hurried after him, yet gazing one last time at the auditorium. Maris…they were truly here! And they were in the Maris Opera House, and she was standing on its stage! She sighed dreamily, imagining what it would be like to perform. But her sigh turned to one of sadness. That was all it could be…a dream.

**_Intrigue_**

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**_Intrigue_**

"Did I please you monsieur?"

He groaned, awoken from his trance by the mare's voice. Yes, the pleasure was pleasing, but always brief.

"You pleased me very much, my dear," he grunted, backing away. The mare seemed to pout a bit, but only momentarily and quickly dusted herself off.

"Is there anything else I can do for you, monsieur?"

He didn't want to look at her. This was the part he always hated. He was a stallion with needs like any other, and when he needed release from the cravings of the flesh, he knew exactly where to find them. The city was littered with prostitutes who were willing to do far more than he had asked of this mare. However, he wanted to keep the encounters as brief as possible. After he received what he wanted, he would give the mare what they wanted.

"Here," he muttered, tossing the mare several gold coins.

The mare's eyes widened in amazement. "But monsieur, this is too much for a mere-"

"My dear," he whispered, with as much calmness as he could muster, "you are a mare of great talent. You deserve every penny."

The mare said nothing, she wasn't about to argue over money. She quickly tucked the coins into her bodice, yet attempted to peer past the shadows that covered her customer's face. She had seen him before; this wasn't the first encounter the two of them had shared. He was a mysterious pony; only seeking out "company" long after dark, and always refusing to go indoors. He preferred dark lonely alleys and hard stone walls to soft feather beds. She had seen him here with other mares as well, sometimes seeking the pleasure she had provided for him, sometimes seeking more. But he himself never changed, always sticking close to the shadows and keeping his face covered with the collar of his cape. She shrugged her shoulders, thinking it didn't really matter what he wore or how he behaved, so long as she got paid.

"Shall I be seeing you again soon monsieur? Are you sure there isn't anything I can-"

"Yes," he growled. The mare jumped at the sound of his voice, not expecting the frightening tone. He quickly began to move away from the mare, holding onto his last strand of sanity.

"You've been paid, now go, quickly…and don't say a word about any of this," he warned, before turning on his hoof and disappearing into the shadows, his cape billowing behind him.

The mare had no idea how lucky she was, he thought disdainfully. If she had spoken one more word, his patience would have fled entirely and there was no telling what he would have done. Indeed, it was good that he left when he had. He hated falling pray to his baser needs, but was forever grateful for the small bit of magic he possessed allowing him to look like a pony, if only for a short while. Most magic had died out in this world, falling prey to fast growing technology. Most ponies couldn't even cast a basic spell anymore. Horns had become nothing more that a show of status or wealth.

Quickly, silently and swiftly, looking like a bat in the night air, he returned to his sanctuary, where the demons that threatened to consume him could be kept at bay by the power of his genius.

She gazed out the window at the night sky, pleading for the clouds to reveal the glow of the silver moon and allow its welcoming beams to illuminate her tiny bedroom. She sighed, leaning her head against the hard iron window frame, knowing it was a lost cause. There was a storm in the air; she could feel it in her bones. Years of living in the country had hued such detection skills within her. Fluttershy sighed again and wrapped her blanket around her body, shivering, but not from the cold night air.

She had awoken only a few moments ago from a strange dream that caused her body to tremble violently. She was confused; her surroundings were strange and after a brief moment's pause, she remembered that both she and her father were staying at a cheap flat only a few streets away from the Opera House. Indeed, she could see its domes rising over the rooftops in front of her. And once again, she had that strange feeling that it was looking right back at her, even through her…

"Oh Mama," she whispered, feeling like a filly and wishing for her mother's soothing voice to calm her and tell her everything would be alright. That despite the stories Fluttershy begged her mother to tell, there really were no such thing as monsters or ghosts. Fluttershy cursed herself for thinking earlier that ghosts were romantic. She was lost in the beauty of the Opera House; now after having that strange dream, she felt ghosts could be anything but.

"Maybe it wasn't a ghost," she whispered to herself. "Maybe it really was a stallion…" she shook her head, feeling so foolish for analyzing something that meant nothing to her. It was a nightmare, pure and simple. And now she was awake and the dream was gone. She was safe, and things for both she and her father were going to be alright. He was to play the violin for the orchestra, and she was…going to work as Fleur de Lis' costume pony. The very thought turned Fluttershy's stomach.

She recalled how her father would not stop apologizing to her that whole afternoon while they moved into their new flat. "I can always tell them that I won't play if you are not given a place in the chorus-" She stopped him immediately and scolded him for daring to think such things.

She reasoned with her father, explaining to him that she was still young, she had plenty of opportunity in her life to be a singer, and she could always audition for the next season. And they could not afford to play such silly games with the managers to simply cater to her dreams. This was their only chance of survival. Fluttershy cursed the family of her mother, hating them for buying the farm right out from under her father and throwing both of them off their own land. It was done as a punishment for "stealing" their precious daughter, a mare with whom they had not contacted since the day she ran away to be with Fluttershy's father.

They had no where else to go except Maris. And if her father had been refused, then the only other option would be the streets.

Yet things were going to be alright, she reminded herself. While his position was deemed merely temporary, she was sure that once her father played for the orchestra, they would find something permanent for him. He was such a great musician, and it was he who inspired her love for music. That evening, before they had gone to bed, he played a few tunes on his violin and she sang along. It was just as if they were back on their small country farm. Fluttershy sighed again and quickly wiped the tear that was threatening to trickle down her cheek. While the splendor of the city was certainly dazzling, she missed her simple home.

She gazed one last time at the Opera House before shutting her window and returning to bed. She would dream of singing, instead of ghosts and monsters. She would work hard to win Fleur de Lis' favor and audition for the company the following season. Yes, that was what she would concentrate on. She smiled at her determined thoughts, and closed her eyes, waiting for her dreams of singing at the Opera House to fill her head.

But it was a different music that invaded her senses, a passionate melody that haunted her being. Somewhere in the night, across the miles of darkness, there was music; a sad sweet song that squeezed at her heart. And when she dreamt, it was that song she sang.

The day had been long for Madame Luna, the rigid dance mistress that all the stage hooves feared. No one dared to cross paths with her, not even Fleur de Lis. Everyone believed that Madame Luna's icy demeanor came from an old knee injury that prevented her from ever dancing again, or the fact that her own daughter was the rising star, and she was being over protective. If they only knew the whole truth, she thought to herself. Yes, it had been a long day indeed; after a vigorous rehearsal she was left to find lodgings for the new violinist and his daughter. She didn't say much to either of them, yet observed the two closely, judging whether or not they could be trusted. Satisfied that they could be, she thought despite the late hour, now was as good a time as any to tell him of the day's events.

There were many secret passages that led to his lair; she knew about half of them. She also knew where to avoid the traps he set for intruders. Dressed in her traditional matron's black, she walked with dignity through the tunnels to where there was light burning in the distance, as well as the rising cords of organ music.

As she grew closer, there were movements off to the side. Any other pony would have run screaming, but she continued on, nodding her head to the figures that watched from the shadows. Finally, she came upon a clearing in the cavern, where hundreds of candles lit the room, illuminating the space in an orange glow. In one corner sat a caped figure, hard at work over a piece of music.

"I do not recall inviting you here madam," spoke a cold dark voice.

"I was not aware I needed an invitation, monsieur," she replied just as coldly.

The figure chuckled. "It would never matter; you come as you please, just like me."

Madame Luna felt the corners of her lips twitch at that. "We are more alike than you can imagine, Discord."

He made a sound to her words and continued going over the score in front of him. She stood silently while he played several cords on the organ before him, before stopping and examining the music again.

"A new opera?"

He smiled. "I'm already hard at work planning the next season." He picked up a pen and made a few changes on the sheet of music. "So what brings you here besides the dazzling conversation?" he asked, his voice dripping with sarcasm.

Madame Luna was not one to beat around the bush so she spoke quite plainly. "The managers hired a new violinist."

Discord dropped the pen and his muscles went rigid. "Today?"

"Yes."

He slowly turned to face the dance mistress, his eyes ablaze with fury. "When did this take place?" he asked, his voice fighting for calmness.

Madame Luna knew he did not like it when anypony focused on his face or body. She glanced briefly to see whether he was masked or not and if his body was covered. She was pleased to see that both were. "Just this afternoon, around three. I did come to tell you shortly after dusk, but…I learned you were otherwise…engaged."

Discord ignored the disgust in her voice and brushed past her to where he kept more parchment. She sighed and continued speaking. "Are you truly surprised? They have been in desperate need of a new violinist since…the rather surprising 'disappearance' of Monsieur Caramel…" she watched him for any reaction, but received none. "Discord, what did you do with the pony? Was his playing that offensive to you?"

He ignored her statements, showing no emotion to any of her words. "Who is this stallion, this new violinist?" he demanded, not looking her.

Typical, she thought. "His name is Time Turner."

"Means nothing to me," Discord icily replied, brushing past her again to the organ. He sat down and began furiously writing notes on the new parchment. "Can he play?"

Madame Luna sighed. "I have not yet heard him, but I do believe he will do the orchestra good."

Discord scoffed at her words. "Amazing how a pony who has not even played is regarded as a musical genius." He was extremely displeased. He knew the managers of the Opera House were idiots, but he never thought they would hire a random pony off the streets who held a violin in his hooves.

Madame Luna knew he was extremely upset. Discord disliked change, and quite frankly, he had been in a bad mood for the past two years ever since Flim and Flam became the Opera House managers. Unlike all the others before them, these two didn't follow Discord's instructions very well, not to mention their love for money was far greater than their love for music and art. Hence why Fleur de Lis was the star. "And those fools actually think they run this theater," he growled beneath his breath.

"Please be kind Discord, they have no where else to go," Madame Luna pleaded.

Discord's head popped up from his writing. "They?"

She sighed. "Yes, Monsieur Turner and his daughter."

Discord rolled his eyes and groaned loudly, before arranging the music just so and trying the new notes on the organ. "I detest fillies; I will not allow a filly to run around in my theater!"

"Mademoiselle Fluttershy is a mare, Discord."

He stopped his playing momentarily. "Oh?"

"Yes…a young mare still, if you ask me. She just turned 20."

"Ah, I see," he whispered, before resuming his playing. "A spinster then."

Madame Luna rolled her eyes. "Hardly. She is no older than my own daughter, and she had hopes of joining the chorus-"

"Do not tell me they hired her too?" Discord groaned, turning and looking at the dance mistress. "We don't need any more singers! We have the right amount for pitch and quality; I thought that was perfectly clear to those fools! "Discord stood up swiftly, knocking over the stool he was sitting on. He began to furiously pace, his breathing becoming harsh and uneven. "The only singer I would welcome is someone to replace that harpy they have warbling day after day! That, madam, is why I must flee this place now and then…if I don't, I'll become madder than I already am…" he sighed and slowed his pacing. If he could, he would kill Fleur de Lis this very night, and he would have no regrets whatsoever. It was this infernal mare's pleas that kept him from doing so. It was also the fact that Fleur de Lis, being a supposed "star" would no doubt cause a riot of some kind. But one day, if things went too far, he would throw caution to the wind and do what he had been longing to do ever since she first stepped hoof in his Opera House and opened her mouth.

Madame Luna saw the rage written across Discord's masked face and quickly continued, hoping it would calm him.

"Mademoiselle Fluttershy was not hired for the chorus…she is to work as Fleur de Lis's costume pony."

Discord relaxed somewhat, but a new rage began to spread within him. "These fools will hire anyone, won't they?" He began to pace again. "A costume pony is even worse! Gives her more of an excuse to snoop around! She could trespass easily, and then I would be forced to take matters into my own claws, and you know as well as I, madam, that I can not abide trespassers." His voice was dark and cold. It sent a shiver down Madame Luna's spine, for she had seen what Discord had done to previous trespassers.

"I warned them both about not going below the stage or taking unknown corridors."

"Do better," he hissed, before stomping back to the organ and fixing the stool so he could resume playing. Discord was one who treated music as precious glass…yet at the moment he was banging the keys with a blind fury.

Madame Luna took a deep breath, knowing there was only one way to calm his anger. "Fleur de Lis accused the young mare for trying to murder her…"

Discord suddenly stopped his playing, his head perking up at the words. "Really? Go on..."

Madame Luna couldn't help but smirk. "Fleur de Lis was rehearsing and Mademoiselle Fluttershy was watching from behind the curtains. Apparently a stage hoof attempted to grab Mademoiselle Fluttershy, who side stepped him, causing him to run into a piece of scenery which nearly crushed the managers' beloved star."

Discord rarely laughed, but he found himself grinning at this tale. "Tis a pity the scenery did not succeed," his playing became softer and gentler. "And Fleur de Lis accused the mare?"

"Yes," Madame Luna replied. "Although it was not her fault. It was Cranky Doodle Donkey who caused the accident…" she paused before continuing. "You should know that he was fired."

Discord only momentarily paused from his playing. "That shouldn't bother you," he whispered. "I recall you cursing his name many times for his leering at your precious dancers."

"True," Madame Luna said. "After all, the donkey was a drunkard, as well as a lout. But I know in some strange way he did you some good."

Discord nodded his head. "Cranky Doodle Donkey told more dark tales about me than any of my notes could have done. Because of him not one stage hoof or dancer dares go far below the stage." He turned the music and continued his playing, the music calmer, sweeter. "Still, it is a small loss…the time would have eventually come when I would not have been able to stand the donkey and have killed him myself."

"Discord-"

"My dear mare, when are you going to get a sense of humor?"

She eyed him warily. "Perhaps when your jokes are actually funny."

He couldn't help but grin a little at that. "Touché, madam, touché."

She sighed and turned as if to go, but paused momentarily. "You will not harm them, will you?"

Discord did not miss one beat of his playing. "If you are referring to Monsieur Time Turner and his little charge, then no…so long as his playing is decent and she stays in her place and they all follow my rules."

Satisfied by this answer, Madame Luna turned to leave. Like their greeting, there were no formalities when they parted. She climbed the steps and took the passages that led her out of Discord's purgatory to the pony world. All the while, his music followed her every step.

Discord continued his playing, however his mind was wandering to the news that was recently shared with him. He wasn't sure why, but he was deeply intrigued by the Opera House's new tenants. He would have to pay a visit to Monsieur Turner and his charming daughter. He found himself wondering about her, wondering what she was like, how she looked, whether she had a love for music. Could the mare sing? Madame Luna said that she had hopes to join the chorus. He brushed the thought away, knowing there were many ponies who auditioned year after year to sing in the Opera, and few had talent of any kind. This mare was probably no different from them…yet why did this unknown mare intrigue him so?

The tensions that drove him out earlier were beginning to rise again. No amount of music could soothe this need. He cursed his weakness and adjusted his cloak so that his masked face could be hidden. Damn him, and damn this mare for causing such weakness. Indeed, he would find out more about her, and perhaps, just perhaps, she could satisfy these primal urges that possessed his soul and kept him as a beast . . instead of a pony.

**_Masquerade_**

\--

**_Masquerade_**

The elegant carriage pulled up in front of the Opera House, causing several ponies on the street to stop and whisper amongst themselves. The driver quickly jumped down from his seat to open the door for the carriage's occupant. Several mares who were walking stopped and stared at the figure that arose from the carriage; those who were holding fans immediately began to rapidly fan themselves.

He was a tall stallion, slim but muscular as was the fashion at the time. He was elegantly dressed in a gray suit with a high collar, his black shoes polished and glistening, his white tie tucked into his slightly ruffled tunic. A top hat made of black satin crowned his golden blonde mane which feathered just slightly off his neck; he tipped it to the mares who were admiring his emergence. He stepped down from the carriage steps, muttering words to his coachcolt while he dusted himself off. He lifted his eyes to the Opera House and smiled; his face was clean shaven, his posture straight, his teeth white, his eyes a sparkling green. And when he began to walk up those steps, there seemed to be this air of power that followed him with every step. He was like the sun, dazzling at first sight, and forever burning an image within your mind's eye after he had disappeared from view.

Inside the Opera House, things were well underway for the opera that would be kicking off the season in a matter of days. Dancers were frantically perfecting their steps, while stage hooves worked on sets and the orchestra tuned their instruments. Fluttershy's father was turning out to be the toast of the orchestra. In a matter of hours he was close to perfecting the score for the upcoming opera; the managers were well pleased with their decision.

Sadly, Fluttershy herself was not having the same good fortune. When Fleur De Lis first discovered that Fluttershy was to be her costume pony, she had a fit that could rival the most spoiled of fillies. She screamed, stamped her feet, swore in Italian, and then stomped off to lock herself away in her dressing room for a good hour, while the managers stood outside her door and pleaded for her to come out. Fluttershy rolled her eyes to the whole incident, thinking that despite Senora Fleur De Lis' elegant dresses and years of stage experience, a dog could both sing and act better. While the managers pleaded, Fluttershy busied herself with her tasks, mending costumes that had snares, and ironing ones with wrinkles. She delicately laid them out, examining them closely to see if she had missed any repair work, all the while feeling as if someone…or something, were watching her.

Ever since she and her father had arrived that morning, Fluttershy had the suspicion she was being watched. By whom, she had no idea, for every time she turned her head to look, she saw no one. The feeling was strange; most of the time she felt chilled and uneasy, but she would also feel admired and…she blushed when she recalled feeling somewhat, aroused. She shook her head to the whole thing, believing that once again, it was her imagination running wild. And any other thoughts on the matter were quickly disposed of as Fleur De Lis returned, dabbing her nose and eyes with the handkerchief Flim had given her. Flam, Flim, and Fancypants followed, each filling the air with praises to her. The whole thing made Fluttershy sick.

Fleur De Lis waved her hoof, which temporarily stopped the three stallions from making further idiots of themselves, and turned to Fluttershy. "I have decided I will allow you to continue being my costume pony," she sweetly purred, a fake smile creasing the corners of her lips.

Fluttershy stared at the mare.

Fleur De Lis' sweet smile was beginning to fade. She shifted side to side and was tapping her hoof, as if waiting for Fluttershy to fall to her knees and thank God above for granting her this fine honor. Was the mare that conceited?

"Well?"

Fluttershy jumped at the sudden bark that escaped the prima donna's lips. Fleur De Lis quickly smoothed back a silky pink curl that had escaped from her shout. She smiled again at Fluttershy and said in that sweet voice she had used earlier, "Have you nothing to say, my dear?"

Fluttershy wanted to tell the mare what she really thought. She wanted to tell Fleur De Lis she had no talent, that while she strutted across the stage like a peacock, she sounded like a crow. She wanted to tell the mare that her behavior was disgusting and that there were more important things going on in the world than how one's hair looks or what fabric one's dress is made from. She wanted to scream, and perhaps even strike the mare…but she remembered her father and how desperately they needed this. So she swallowed her pride and lifted her chin.

"I have repaired the silk ball gown you were planning to wear for the opening gala."

Fleur De Lis stared at the mare. Fluttershy showed no emotion on her face, but inside she was laughing at the blank expression she was receiving from the so-called great star. Not the answer Fleur De Lis was expecting, let alone looking for, but it was not one she could scream at either.

"What a smart little thing you are," she said through clenched teeth, mustering all the sweetness her voice could create. Fake pleasantness was perhaps the worst acting Fleur De Lis could do.

Fluttershy smiled, placing the gown gently back down on the table, while the managers and Fancypants exchanged worried looks between one another, knowing that the young mare was playing with fire. "Well!" Flam interrupted. "I must say, keep up the good work mademoiselle, you'll do fine in the opera business I'm sure!"

Fleur De Lis only gave Fluttershy a cold smile. "Yes my dear, do show me what else you've accomplished. I can see that life in the country has perfected your skills in…humble domestic crafts."

Fluttershy flinched to the stinging words, but refused to show Fleur De Lis any sign of their effect. "I shall…there is one that I have pinned together that was literally falling to pieces…" She turned to retrieve the dress, while Fleur De Lis took the hot iron Fluttershy had used earlier and placed it, hot side up, near Fluttershy's legs. The second the mare turned back, she gave a yelp of pain as her skin made contact with the iron, causing her to drop the dress in her hooves onto the floor (thus sending pins and pieces flying every which way) and to knock the iron over with her elbow and land on a beautiful white silk gown.

"AH! YOU CLUMSLY LITTLE FOOL! LOOK WHAT YOU'VE DONE TO MY COSTUME!"

The managers turned quickly to Fleur De Lis' shouts, and Fancypants was by her side in a second. "My darling! What happened? What did the wretched mare do?"

Fluttershy was still rubbing the painful burn on her leg before she realized what had happened. She gasped and lifted the iron off the dress, but the damage had already been done. A large brown stain and several tiny holes remained on the dress as souvenirs from the iron. Fluttershy lifted her shocked eyes to Fleur De Lis' face, surprised and enraged upon seeing the smirk in the mare's eyes. "This…this little idiot has ruined two of my costumes!" she shouted to both Fancypants and the managers who had rushed to her side. "She has not only ruined the gown I must wear for Faust by sticking atrocious pieces of fabric to it, but she has also burnt a hole in the silk gown I must wear for Hannibal!"

Flim and Flam stared at Fluttershy, not sure what to say, but knowing if they did not do something quickly, Fleur De Lis would explode. "Don't just stand there, fire this wretched little thing!" Fancypants shouted in defense of Fleur De Lis. He attempted to wrap his arm around her but she shrugged it off immediately.

"F-f-fire her?" Flam asked, glancing at Flim with worried eyes. With only five days till the opening night of the opera season, they needed Time Turner to play in the orchestra more than ever. If they fired the mare they knew they would lose him too. But they couldn't displease Fleur De Lis either! They were in a very tight spot indeed. "Perhaps we can come to an arrangement senora-"

"Arrangement?" Fleur De Lis exclaimed. "There will be no arrangement! This stupid little-"

A gruff male cough interrupted Fleur De Lis' shrieks. "Um…beg your pardon, but is this a bad time?"

The managers and Fleur De Lis turned their heads and all exclaimed at once, "MONSIEUR!"

Fluttershy, whose cheeks were still burning red from both Fleur De Lis' cruel words and foul tricks, stared at the stallion with whom the others appeared to be enamored. He was very handsome; tall, blonde, a bright white coat, and obviously wealthy judging by the clothes he wore. He looked right past the admiring managers who were crowding around him and stared into her eyes. She felt her knees go weak and reached out to clutch the table at her side.

"Good day," he said with an elegant bow of his head. Fluttershy swallowed the lump in her throat and gave the stallion a small curtsy. He smiled at her and she felt that strange feeling in her knees again. "Well, who is this pretty little thing?" he asked the managers who were still singing praises into his ears.

"Who? Oh! Just the new costume pony. Monsieur, we are so pleased you came to see us today. As you can see, we are well underway in preparing for the opening gala-"

"Yes, yes, it is all looking wonderful Flam," the stallion said with a wave of his hoof, his smile still remaining on Fluttershy. "And what is your name, mademoiselle?"

Fluttershy stared for a long time at the stallion, trying to find her voice, but it was Fleur De Lis who spoke in her stead. "What does it matter? The mare is incompetent with costumes, as I'm sure she is with everything!" she thrust the burnt dress in the stallion's face. "See what I have to put up with monsieur?" she pouted. The stallion gave a weak smile to the prima donna before turning and looking to the managers for answers.

"Oh! Um…" Flim glanced at Fluttershy, trying to remember the name. "Shy…Fluttershy, I believe."

Fluttershy frowned and lifted her chin, looking directly into the handsome stallion's eyes. "My name is-"

"Silence!" Fleur De Lis barked, throwing the burnt gown in Fluttershy's face. She then turned and smiled sweetly up at the gentlecolts. "My dear monsieur, had I been expecting your surprise visit I would have dressed more elegantly for you." The stallion smiled warmly at Fleur De Lis as she batted her eyes, causing Fancypants to fidget with jealousy.

Fluttershy glanced back and forth between the handsome stallion and the cow that had burnt her. The two acted as if they knew each other…rather well.

"Monsieur, um…we have some matters of business to discuss with you. There have been some notes-"

"All in good time Flim," the stallion answered without taking his eyes off Fleur De Lis. "I first have some matters of business to go over with Senora Fleur De Lis. She has written to me of her displeasure with the way things are run here…" he glanced at the managers, the handsome smile disappearing and being replaced with a serious frown.

"D-d-d-displeasure?" both stallions stuttered, looking at one another and Fleur De Lis in horror.

"Yes," Fleur De Lis snapped, linking her arm with that of the handsome stallion. "Much displeasure and hiring that mare is now on the top of my list!" she began to lead the stallion away from the managers who were too flabbergasted to utter a single word. "Come monsieur," she said with a twirl of her skirts. "Let us go to my dressing room to talk things over."

The stallion turned his head back to Fluttershy and gave her one last charming smile before he was literally dragged away by the boorish opera star. Fluttershy's face continued to burn as she watched the two walk away, her emotions confused. Yes, the stallion was indeed handsome, and his smile appeared warm and inviting, while his words and manner were quite charming. But there was something about him that didn't seem right; it was probably the company he seemed to prefer to keep.

The managers finally dashed away, both pale and stuttering worries about what must be done to please Fleur De Lis. Fancypants immediately followed in Fleur De Lis' wake, trying to catch up with the pair. Fluttershy sighed, looking at the burnt costume in her hooves, wishing she had intentionally caused the burn with Fleur De Lis in the costume. She bent down to retrieve the dress that had fallen apart on the ground when a small voice caught her attention.

"I can't believe it…he actually spoke to you!"

Fluttershy glanced up, seeing that the voice belonged to a petite dancer with long purple hair and wide eyes. It was Twilight Sparkle, the lead dancer and daughter of the dance mistress. "Do you know who that was?" she asked Fluttershy, her voice filled with excitement. Fluttershy shook her head, confused at Twilight's behavior.

"Twilight! Was it him? Has he come back?"

Twilight grinned and nodded her head to several other dance mares who were standing back a little ways. The group burst into squeals and excited shrieks. Fluttershy needed answers. "Who is he?" she asked, rather irritably.

The mares looked at one another, rolled their eyes, and then exploded into giggles again. Twilight however kept some composure, at least enough to explain. "He's Prince Blueblood!" Fluttershy's blank expression forced the mare to continue. "The highest paying patron of the Maris Opera House!"

At last it all fitted together. That was why the managers were falling over themselves and why they panicked at Fleur De Lis' mention of displeasure. Fluttershy stared after the direction the Prince had disappeared, feeling like a fool for thinking that for a moment he admired her, and that she thought him kind and charming. She may have lived in the country all her life, but Fluttershy was no fool; a stallion with wealth and a title only looked at a mare in her situation for one thing.

"Mares!" the dancers stopped their giggling and quickly scampered back to where they should have been practicing. Madame Luna emerged from the curtains and looked crossly at all of them. "Twilight!" she barked at the embarrassed mare. "What is the meaning of this?"

Twilight fidgeted and bit her lip. "I'm sorry Mama, it was just…" Madame Luna lifted a dark eyebrow, awaiting her daughter's answer. "It was just…well…we saw the Prince Blueblood, and-"

Madame Luna's face paled at the name. "The Prince is here?"

Twilight nodded her head, her face turning from embarrassment to worry. "Mama, are you alright?"

Madame Luna gave her head a quick shake to compose herself and lifted her chin, her face returning to its cold expression. "Do not let me catch you or any of the other mares wandering away when you should be practicing," she ordered through tight lips. Twilight nodded her head, still looking concerned, but scampered off in the direction the other dancers had gone.

Fluttershy stared up at the ballet mistress whose face returned to one of worry. She fidgeted slightly, biting her lip, and glancing about wildly. "Madame? Are…are you alright?" Fluttershy placed one hoof gently on the mare's arm. "Is there anything I can get you? A glass of water perhaps?"

Madame Luna finally acknowledged Fluttershy, but her expression did not change. "Where did he go?" was all she asked.

What was going on? "He left with Senora Fleur De Lis…they are going to discuss 'business matters' in her dressing room."

Madame Luna lifted an eyebrow at Fluttershy's statement. "Well he'll be occupied for some time," she muttered under her breath.

"I beg your pardon?"

Madame Luna looked at Fluttershy and smiled at her. Despite what the stage hooves may have muttered about the mare, Fluttershy could tell the dance mistress truly had a warm heart of gold under the cold exterior she showed. "Thank you my dear, but no, I'm truly fine." Without another word she turned and quickly walked away, leaving a confused Fluttershy in her wake.

"Fleur De Lis, I must implore that I stay-"

Fleur De Lis groaned and gave Fancypants the cruelest of looks. "Be gone! I have many important matters to discuss with the Prince and I do not need you breathing down my bodice!"

Prince Blueblood couldn't help but chuckle at the prima donna's words. He stood just outside Fleur De Lis' dressing room with Fancypants blocking the entrance way. The stallion was loyal, one could not deny that. It amazed the Prince that despite Fleur De Lis' obvious displeasure for the stallion, he still willingly remained her lap dog.

Fancypants continued to glance back and forth between the Prince and Fleur De Lis with unease. He didn't like it when this stallion came for visits. He didn't care that the stallion was rich, or that he was the reason both he and Fleur De Lis had jobs at the Maris Opera House. He saw the way his lovely Fleur De Lis looked at the stallion, and vice versa.

Fleur De Lis sighed and realized it was time to resort to other necessary battle moves. "Fancypants," she said in a sweet manipulative voice. "Why do you worry? Do you think my virtue is in danger if I allow the Prince into my dressing room?"

Fancypants bit his lip and shifted back and forth a little, glancing at the Fancypants with slight distrust. Fleur De Lis smiled and reached out to caress the tenor's face. "I admire your chivalry. You truly are my knight in shining armor." Her voice was dripping with fake sweetness, yet Fancypants was enamored.

He was cracking. "I assure you I will be quite safe…and I will cry out if I am in need…but I will be perfectly fine. And knowing you are near warms my heart and fills me with such…" she leaned close and planted a soft meek kiss on the tenor's lips. "…passion."

She had won. Fancypants melted away from the dressing room door and smiled bashfully at his lady love. She smiled back and winked at him, while she disappeared into the room, the Prince merely smirking behind her. The second they had entered the dressing room, she slammed the door shut, locked it, and began to spit. "Eh! The stench of him is all over me. I'll have to burn this dress!"

The Prince continued to smirk, placing his hat on her dressing table. "He's quite attached to you, more than ever I see…and quite suspicious…"

Fleur De Lis groaned. "Do not remind me! And to think…I have to kiss him in the opera we are performing!"

She squealed when she felt two powerful hooves grab her by the shoulders and twirled her around. She found herself being pressed to the Prince's body, and she went limp the second she felt his hard frame mold to her own. "How will I be able to control myself then? Seeing you on stage with him…" one of his hooves went up to her hair and began to pull the pins out, causing the pink curls to fall across her shoulders. "…in his arms…" his hooves moved to her skirts and he began to hike them up to her hips. "…kissing him…" his lips captured hers and she melted even more, returning the passionate kiss and clawing at his dress coat.

The Prince pulled back immediately. "Careful!" he hissed, removing her hooves and looking at the coat to be sure it wasn't damaged. "This was quite expensive, I'll have you know."

Fleur De Lis pouted and folded her arms crossly as he carefully removed the coat from his body. "I don't seem to recall you ever feeling a need to be careful with my expensive gowns!"

The Prince grinned, and purposely placed his coat on top of a large white box that was sitting at the chair before her dressing table. Fleur De Lis' eyes followed where his coat went, and she looked at him for confirmation. When he nodded, she squealed happily and tore at the box like a filly at Christmas. He had to carefully remove the coat again.

"OH! Monsieur, it is most beautiful…" she whispered, pulling the elegant gown from the box. It was pink, with blue ruffles and black lace. There was a billowy train and a very low neckline that glittered with black and pink sequins. Most ponies would look at such a gown and find it atrocious, however the Prince had long since learned that Fleur De Lis' taste in fashion was just that.

"Now you truly can burn that gown," he chuckled, coming closer to place kisses on the back of Fleur De Lis' neck while his expert hooves began to undo the buttons on her present dress.

Fleur De Lis whimpered at his touch and leaned back against him. "It has been far too long monsieur since our last encounter…I was beginning to think you had forgotten me…"

"You?" he said with mock horror. "Never…" while one hoof continued to undo the buttons, the other climbed higher and began to sink beneath the bodice of her dress. She moaned when his lips tickled her ear as he nibbled the lobe slightly. "Now…I have a favor to ask of you…"

"Mmmmmmmmmm…a-a-a-anything…" she whimpered, leaning back and purposely pushing herself against him. He groaned at the movement, but years of experience had taught him self-control.

"Good mare…" he hissed, biting her neck briefly, while his other hoof moved to lift up her skirts. "I want you to tell me…" her skirts were up to her thighs. "…everything you can…" he pushed the stockings and garters down. "…about your adorable little costume pony…"

Fleur De Lis' eyes flew open and she pushed the Prince's hooves away before tearing herself away from his body. "WHAT?"

Blueblood sighed and closed his eyes momentarily to prepare himself for the shrieks that were to follow.

"WHY THE HELL DO YOU WANT TO KNOW ANYTHING ABOUT HER? SHE'S GARBAGE, SHE'S SLIME, SHE'S-"

"Be quiet!" The Prince snapped. "Do you want all of Maris to hear you?"

The fire in Fleur De Lis' eyes grew wilder. "BUCK MARIS! I DON'T CARE IF ALL OF PRANCE HEARS ME! ANSWER ME WHY YOU WANT TO KNOW!"

The Prince stared back at Fleur De Lis, eager to wrap his hooves around the soprano's pretty neck and snap it in two. However, he knew the best way to handle situations like this was not to lose one's temper. And he too could play the same games that Fleur De Lis played on Fancypants.

"My sweet, I am only interested in knowing what all is going on in my theater," he crooned, putting on his most charming smile and slowly walking towards her. He hoped the passion that filled his eyes would weaken her..

However, the Prince realized it would take more coaxing, as Fleur De Lis was having none of it. "I am not a fool, Blueblood!" she snapped, using his first name. "You think I know nothing about your infamous reputation? You think I know nothing about the many chorus mares and dancers you've bedded? You think I don't know that one of the main reasons you patronize the Opera House is so you can be assured of a pretty young face, with a mouth wide and open and willing-"

"That was BEFORE I met you!" Blueblood lied, coming to her in two strides. "I will not deny my past, but the moment I saw you perform on stage and heard your voice, you alone are the only mare I think about, dream about…" his hoof sneaked down to the hem of her skirts and began to lift them once again. "…and want to buck till the sun comes up…"

Fleur De Lis melted slightly to his words, especially as she felt his hoof move under the skirts and softly brush her thigh. Still, she tried to show some self-control. "W-w-why then do you care about w-who she is…" she whimpered, her lips going dry as she felt his hooves inch closer.

Blueblood grinned as he could tell he was winning this battle. "My dear, did you not say that the mare was incompetent?" His lips brushed against hers as his hooves inched higher.

Fleur De Lis moaned and melted even more, licking her lips and trembling beneath his touch. "T-t-that is true…"

"Yes, it is…and you're not happy…" Fleur De Lis was gripping the dressing table and pressing against his body. "I only want to make you happy Fleur De Lis…I only want to give you pleasure…" He could see from the expression on her face that she would tell him anything so long as he didn't stop. "Her name, Fleur De Lis…" he huskily whispered, "Tell me her name…"

She couldn't take it anymore. "F-f-f-Flutter-s-Shy…oooOOooOOoohhhh Fluttershy!" she shouted, throwing her arms around his neck and kissing him passionately, while he lifted her body with one arm, and the other cleared the dressing table before placing her down on top of it.

"Thank you my dear, you will not regret it!"

Nor would he, he mused to himself. Already, he was imagining the pretty costume mare as the one before him, But as he had learned, from the time his father had taken him to a brothel at the age of 14 to "make a stallion out of him", any mare could be easily bought at the right price. Sometimes it took money, sometimes jewels or other expensive gifts, sometimes even words of affection and love; but every mare had a price, and it only took Prince Blueblood little time to learn what it was, before luring a mare to his bed. Fleur De Lis definitely suited his purposes; he knew she was once a star in Italy, and with the right publicity, he could make her a star in France and get more money into his pockets. And if that meant having to come every now and then and listen to her litany of complaints before finally moving onto "normal business", as he referred it, then so be it. Whatever it took for him to get what he wanted.

He smiled at his own reflection in the mirror. He continued to look at himself, thinking of all the wealth he was acquiring from Fleur De Lis' so-called talents, thinking of his next escapade: bedding the costume mare. She looked young, full of country virtue; he loved breaking virgins in. She would be a most eager student, he grinned. Yes, he would soon seduce her to his bed, and gain much pleasure for himself from her. Fleur De Lis was business, but the costume mare would be his pleasure. And he loved mixing the two together. He thought all these things while he smiled at his own reflection.

Madame Luna hurried down the stone steps that led to Discord's lair, her face pale and covered with worry lines. She carefully avoided the passages that she knew were booby trapped, all the while hurrying as fast as she could. Out of the corner of her eye she saw a shadowy figure. "Where is he?" she called out to it. The figure made a groaning sound before pointing off to the right. She nodded her head in thanks and took the passage the figure had indicated. The sound of music filled the cavern before her, and she knew he would not be pleased to be interrupted while working. "Discord! Discord!" she called out, while she crossed the candlelit cavern.

The organ music stopped, and the caped figure stood, his shoulders slumping slightly before straightening his back. "I'm very busy, what is it?"

She stopped a few feet away from him, panting and clutching her chest while she tried to regain her composure. "H-h-h-he's…h-here…"

Discord turned, his face masked and the visible eyebrow arching in speculation. "Prince Bluebood?" he simply asked.

Madame Luna looked at him with surprise. "Y-y-you know?" she asked, her breathing slowly returning to normal.

Discord waved his paw in a blasé manner. "It's my theater, is it not?" he said, before adding under his breath, "despite what that son of a bitch thinks." He reseated himself at the organ and began to play. "Besides, it was rather hard to ignore the harpy's shrieks."

Madame Luna was surprised with how cool Discord was behaving. Normally he would fly into rages when he learned that the Prince was at the Opera House. Discord despised Prince Blueblood, and she could not blame him. The stallion wore the mask of a gentlecolt, when in truth he was more of a monster than Discord ever could be. True, Discord had committed acts of terror and murder, but the Prince…his crimes were so much more heinous to the dance mistress, especially since she knew that he was responsible for impregnating three of her dancers over the past five years. One mare died when seeking crude means to have an abortion, while the other two were thrown out onto the street with no where to go and no money. Madame Luna had no idea what happened to them, and she cursed the Prince for ruining all three lives.

She also knew the many reasons Discord despised the Prince…so why was he acting so nonchalant? "You…you do not care then?" she asked, not daring to come around and face him, but unsure what else to do or say.

The Phantom ceased his playing momentarily and sighed heavily. "Oh, I care very much indeed," he growled under his breath, before his paw and claw violently banged against the organ keys, causing the cavern walls to shake.

Discord's reasoning for despising the Prince was somewhat different. Like the current managers, the Prince cared very little for art and music, and more for the money that rolled into the Opera House. While the Prince was a patron, he also had stock in the Opera House, and ten percent of the profits from every performance went straight into his pocket. The Prince was also the one responsible for placing Fleur De Lis at the Opera House, a sin that Discord would never forgive the stallion for. Yet the crime that Discord held over the Prince more than any other was what he did to Pinkamena Pie, a dancer Discord fancied himself in love with when he was much younger.

Discord was only 19 when he saw the mare on stage for the first time. She was beautiful, with curly pink hair, and large soft brown eyes. He sent her love poems and flowers, thinking she would find it romantic that she had a secret admirer at the Opera. However, his love sick dreams were dashed when Prince Blueblood, a boy of 16 at that time, easily seduced the star-struck mare, making her believe he was the one who had sent her the flowers and poems!

Discord wanted to interfere, but feared if he revealed himself a mob would discover his whereabouts and force him back to the life he had not long escaped. So he waited, and plotted how he would make the young Prince pay. Pinkamena, the foolish mare, believed that young Blueblood truly loved her, and that the two were going to run away to get married. She abandoned her dreams of performing for the scoundrel, disappearing early one cold November morning, never to be seen again. It wasn't until after the death of Blueblood's father, that the Prince returned to the Opera House, some three years later. No one knew what had become of Pinkamena, and the Prince did not seem upset at all.

The stallion was a snake; Discord saw how he strode about the theater as if he owned it, giving musicians advice, telling the managers how to run the business, and bedding chorus mares and dancers along the way. The time would come when he would have his revenge for all the atrocities the Prince had put him through.

But revenge was a dish best served cold…and simply killing the stallion was too polite. No, Discord would have his revenge when the time was right, and it would be a long, agonizing revenge, one full of screaming and begging. This little joy made him smile, and he easily regained his cool demeanor, despite his random outbursts of rage.

It was this show of emotion that Madame Luna feared most. She could not think of what else to say, and he seemed so engrossed with his music that she turned and began to walk away. Yet before she left, he called out to her. "I've seen the violinist's daughter," he said causally.

Madame Luna paused and slowly turned back. "And…?"

"She is very pretty, you did not tell me that," he said with a simple wave of his paw, before turning the page of the score before him. "And she appears to be a hard worker, her care for costumes is impressive," he added. "But what I admire about her most…is the way she refused to give Fleur De Lis the satisfaction of 'thanking her' for the opportunity to work under her," he chuckled.

Madame Luna gave a small smile, but sighed sadly. "I fear Fleur De Lis will make her life a living hell."

"Fleur De Lis makes everyone's life a living hell," Discord grumbled. "At least she had the courage to stand up to the harpy, despite the so-called accident the bitch did to her."

Madame Luna's brow furrowed with confusion. "Accident?"

"It doesn't matter," Discord replied casually, turning the page of the score. "The violinist plays very well too, they both can stay so long as they continue to obey the rules." Madame Luna nodded her head and turned to leave, but Discord called out to her one last time. "I have a note for you to deliver. Rarity has it, see her before you leave." Madame Luna nodded her head again, finally leaving to retrieve the letter Discord had written.

He listened to her distancing footsteps while he continued to play the sweet cords of music written before him. He noticed out of the corner of his eye a hunched figure approaching. "I'm busy Derpy, you know I do not wish to be disturbed while working," he said icily.

The hunched figure remained in the shadows, but nodded its large head. "F-f-forgive me, master," she slowly replied, her words stuttering slightly. "I just…c-c-couldn't help overhearing…t-t-that you were t-talking…about the c-c-c-costume mare…"

Discord nodded his head, not lifting his gaze from the music. "Yes, and what of it?"

The figure shuffled her feet a little before finally responding. "I like her…she s-seems d-d-different…nice…like the g-gypsy mare…"

Discord paused and looked at the hunched figure. "Gypsy mare?"

Derpy nodded her large head. "Yes…f-from the s-s-stories…that Rarity t-tells us…like the one w-with the hunchback…in the c-c-cathedral…"

Discord rolled his eyes and groaned and quickly resumed his playing. "There is no such person, Derpy, it was story, simple as that."

The hunched figure shifted her feet nervously again, her voice barely above a whisper. "B-b-but R-r-rarity says…"

Discord's claw and paw came crashing down on the organ. "THERE IS NO SUCH PONY!" he shouted, his voice echoing throughout the cavern and passageways. Derpy gave a cry of fear and quickly backed away, molding her large frame to the stone wall, as if hoping the shadow would keep her safe. Discord sighed and took several long breaths before lifting his head and speaking again, his tone icy, but calm. "There is no gypsy mare Derpy, there is no mare on earth like that…" he sighed one last time before finally lifting his eyes to where the hunched figure stood shaking. "Beautiful mares and stallions do not fall in love with monsters like us, that is the reality of it, and it's better than you learn this now, before…before you do something foolish and risk hurting yourself."

Derpy nodded her head as if she understood, although she made a strangled sobbing sound before retreating down the passageway, her sobs filling the caverns all around. Discord sighed and cradled his head in his paws. Damn that mare, somehow she was to blame for this. He recalled the crude scene of the Prince and Fleur De Lis, together in her dressing room. He followed her angry shrieks to see if his suspicions were correct, and yes, there was the Prince, attempting to win her affections with seductive lies. While Discord was a spy, he was not a voyeur, and had no interest in watching the two ponies he despised most become like wild animals with one another. But before he turned to leave the disgusting sight, he heard the Prince ask for the name of the new costume mare. Fleur De Lis finally conceded, telling him what he wanted to hear, and was thus rewarded with what he had come to the Opera House for all along.

Discord hated the stallion, but normally did nothing to stop his seductions and rendezvous with the mares of the Opera House. If they were more concerned with what the Prince thought of them, they were not fit to be a part of his theater. However, Disocrd felt a strange urge within his being to protect the violinist's daughter from the hooves of the handsome monster. He wasn't entirely sure why, as he didn't entirely feel this way for Pinkamena. But he felt compelled to keep a close watch on the mare, to make sure that her virtue, if she had any, wasn't turned into a plaything for the Prince.

Yet now her supposed sweet nature was having an affect on Derpy, and he did not need those that he took care of to be filled with such foolish notions, like love and romance. Love got him nothing, and he knew that if he had revealed himself to Pinkamena long ago, she would have rebuked him the second she saw his face. Indeed, love was not meant for creatures like himself.

The thought filled Discord with such rage that he pounded his claw and paw on the organ keys till blood flowed in time with the music.

**_Revelations_**

\--

**_Revelations_**

The few days that followed the first day of work at the Maris Opera House went by in a blur. The countdown to the opening gala of the opera season was well underway. Every night, before going to bed, Fluttershy's father would play several movements from the opening opera for a minimum of two hours. While he played, Fluttershy would sit and hum along to the tune as she worked meticulously on repairing snared costumes for Fleur De Lis. She discovered that if she imagined herself in Fleur De Lis' place, she could repair the costumes with greater care, as opposed to wanting to make the snares worse.

Fluttershy's father was not blind; he noticed his daughter's great distaste for the star soprano. He often mentioned how he could speak with the managers, try to make things better, and when he learned about the burn on her arm, he threatened to tell the mare what he really thought of her and quit the orchestra! It took a good hour for Fluttershy to calm her father down and convince him that if he left now, they would surely become beggars in the street. And this city, like most, was not kind to beggars.

So the two would pass their evenings engrossed in their work, hoping that may bring some cheer to their situation. Her father would now and then plead for Fluttershy to sing Fleur De Lis' parts, which she refused on the first few occasions, but now, she could not help herself, she loved the role and the songs! One night, while her father played a movement, Fluttershy sprang to her hooves and began to twirl around the room, singing the song with all her heart, and acting the part of the character. Her father laughed at how his daughter would "ham" up the part, sometimes mimicking the awful acting skills of Fleur De Lis, and then he would clap and beg for more. Fluttershy blushed, but smiled, knowing that no matter what happened, whether she would ever have a chance to perform, her father always made her feel like a star.

It were these moments when it was just the two of them that Fluttershy cherished and looked forward to at the waking of each day. Indeed, while she was grateful for work, she was not always so eager to return to the Opera House every day.

Before her first day of work was over, Fluttershy's ears had been flooded with countless tales of the mysterious Opera Ghost, otherwise known as the Phantom of the Opera. She heard them first by a few stage hooves, grumbling over who would go fetch various props that were being kept below stage. They all complained about the Phantom and how they feared his wrath would bring an end to someone's life…again. Twilight and the other dance mares also had tales. They had been passed on by Cranky Doodle Donkey, the recently fired stage hoof who seemed to be the Opera's chief storyteller. It was through these mares that Fluttershy learned about the Phantom being a tall, thin, frightening black-caped figure that wore a mask and committed numerous acts of foul play.

While she had a somewhat wild imagination, Fluttershy attempted to not let her Gothic romantic sensibilities run ramped, and think realistically. After all, the stallion in charge of these fabrications was a drunkard, how dependent of a source could he be? However, it was harder for her to think this way after her father told her the wild rumor which other members of the orchestra were whispering; that Monsieur Caramel had been kidnapped by the infamous Phantom and most likely would never return…alive. Even the managers themselves seemed somewhat under the spell of this mysterious opera ghost.

Now Fluttershy understood the eerie sensations the Opera House made her feel. Yet no Phantom, be he a myth or a stallion, compared to the other, and slightly more eerie, uneasiness she felt at the Opera.

Not a day went by when she did not arrive for work to find Prince Blueblood waiting near the room where the costumes were kept. He was always polite and charming, bowing to her, smiling at her, filling her ears with compliments about how lovely she looked, and inquiring after her health and that of her father's. In return, Fluttershy would give a small curtsy, a small smile, thank the Prince for his kind words, and answer his questions with short replies. But she never fawned over him the way the dance mares did when they saw him, and she never attempted to make the conversation more than what it was. After their ritual greeting, she would get straight to work and ignore his presence…if she could.

Yes, it seemed that everyone, save for Madame Luna and Fancypants, were taken by the Prince's charm and handsome smile. The managers fell over themselves to please him, Fleur De Lis constantly flirted with the stallion, and the mares of the dance were in a constant state of giggles whenever he was present. He had even managed to charm her dearly beloved father.

One evening, Fluttershy's father asked her about the Prince. "He's a very handsome stallion, polite, charming, quite the gentlecolt. And he does seem to be taken with you, my dear," he said with a smile.

"Papa, he is simply being polite, I'm sure, tis nothing more," she grumbled over her needlework.

Yet her father would not hear it. He was a romantic, and because her mother came from a rich family, he did not see it as so inconceivable for a wealthy stallion to fall in love with a mare of little fortune, like her. Fluttershy knew her father meant well, but he made her feel like a charity project.

Truth be told, Fluttershy never found herself looking forward to seeing the Prince day in and day out. For the first two mornings, he simply greeted her as a gentlecolt would greet a mare on the street. Afterwards, he would eventually disappear and she would not see him again till the next day. But on the third occasion, he would not leave so easily. He would come and look over her shoulder at the work she was doing, complimenting her on her skills, filling her ears with more false flattery. Such praise made Fluttershy uneasy, for it was not praise being purely given, but praise that seemed to hold a ransom, as if now she owed him a compliment…or more, in return.

He would stay and loom over her till she made up an excuse that she had to go and find Fleur De Lis to see what she thought. That would normally get him to leave, and Fluttershy would then retreat somewhere private to get her work done. However, one day he would not leave; he remained and continued to loom, speaking pleasantly to her, but Fluttershy found herself growing more and more uneasy. She could feel his eyes upon her, and it made her feel violated, as if he were stripping away her gown and undergarments and exposing her with his eyes alone. She shivered, and he took this to mean she was cold. She jumped when she felt him wrapping his coat about her shoulders, and his hoof lingered somewhat too long.

Her hooves were being clumsy, tripping over themselves while she attempted to sew, due to the nervousness and discomfort she felt in this stallion's presence. And her theory was correct that the stallion was filling her with false compliments when he continued to flatter her after a very obvious stitching error.

She was working on a very elegant gown, made entirely out of white lace, when his presence alarmed her and she accidentally pricked the skin above her hoof. She gasped when the blood hit the fine fabric, knowing she would never hear the end of it from Fleur De Lis once the stain was discovered. It was a great pity, as she too loved this gown above all the other costumes. The Prince, confusing her distress for the gown with her distress over her prick, cried out her name, before grasping her tiny hoof in his.

"My dear, you've hurt yourself!"

"It's nothing," Fluttershy insisted, plastering a polite smile on her face, while at the same time attempting to wriggle her hoof free from his two.

"Nonsense, it could become infected! Come, let me help you."

"Monsieur, that is not necessarily, I-"

"I will not hear it, mademoiselle, come…I insist, I have just the thing that will help…" he was literally dragging her from her seat and out of the room. Fluttershy continued to try and free herself, but it seemed to be no use, the stallion was quite strong and it hurt the way he gripped her arm. "Ah, here we are," he said with a smile, leading her to a lounge just beyond the stairway that led to the private boxes which overlooked the stage.

Fluttershy had hoped that he would at last release her, but instead he more or less pushed her down onto a chaise lounge, while his other hoof reached for a bottle of wine which emerged from a small sack next to it. He smiled and opened the wine before dabbing a small amount onto a handkerchief and using it to dab her cut.

"Monsieur, that is not necessarily," Fluttershy protested. "As you can see, the blood has stopped and the wound is already closing-"

"Nonsense, one can never be too careful," he said in a patronizing tone, as if she were a small child who didn't know any better. "There, doesn't that feel better?" he asked, his hoof still gripping her arm rather possessively, while he warmly smiled at her. Despite that warmth, Fluttershy felt anything but better.

"Indeed monsieur, you are right, this has done me some good," she quickly reasoned, offering a small polite smile before quickly rising to her feet. "Thank you very much, now if you will excuse me-"

"Now just wait a moment," he said with a chuckle, while his hoof reached out and grasped her arm again, before pulling her back down beside him. "Not so fast my dear. Why the hurry?" he asked, before lounging back.

Fluttershy gave a small smile, but anyone could tell it was forced. "Tomorrow is the opening gala and I still have a great deal of work, it must get done-"

Prince Blueblood waved her worry off with his hoof, like a stallion waving away a pesky fly. "All in good time mademoiselle, all in good time, but first…let us celebrate," he said with a smile, before reaching into that small sack the wine had emerged from, and pulled out two glasses.

He had planned this. Why else would a gentlecolt of his leisure have brought wine and two glasses and then secretly hide them in…most likely his own private lounge?

She had to keep a cool head despite all this. "I do not understand what we have to celebrate, monsieur," she said curtly.

"Please, you may call me Blueblood," he said while pouring the wine, as if he were granting her a large favor. "And we have a great many things to celebrate! Why, the opening gala, your triumphs in costuming-"

"Monsieur-"

"Blueblood."

"MONSIEUR," she said with a little more force than she had planned, but knew it was necessary to get this stallion to understand. "Thank you, but no thank you…there will be no cause to celebrate anything if I do not get my work done." With that, she rose quickly to her feet and began to exit the lounge.

"I beg your pardon Fluttershy, but I thought you to be above such rude behavior."

She paused, his words intentionally made to prick her. She slowly turned her head, one eyebrow lifted. "Excuse me?"

He was grinning. "After all that I have done, you leave like this…I must say, it simply seems…ungrateful, if you ask me."

She couldn't believe she was hearing this. "Ungrateful?"

He nodded his head, lounging further back onto the chaise lounge, his arms stretching out along its rim. There was this smirk on his face that Fluttershy wanted to slap off. How dare he say such things to her! And how dare he presume that he could address her by her first name! They were not intimate friends or equals; how dare he use the power of his title to assume authority over her! Hot anger was boiling in her veins; his conceitedness was, heaven forbid, worse than Fleur De Lis'! "Monsieur," she said through clipped lips. "I do not believe I have ever been so gravely insulted in all my life. I must return at once."

Blueblood stared at her retreating figure, the smirk he had worn completely gone. Did that just happen? No mare had EVER refused him! He leapt to his hooves and in a matter of strides had his hoof on her shoulder and was turning her rapidly around to face him. "Insulted?" he quickly calmed his tone and forced a smile. "I am sorry my dear, I was only trying to make a joke, I did not mean-"

Fluttershy was able to shrug his hoof off her shoulder and twirl away, stomping back to the costume room. Blueblood stared at her, his mouth wide open. She had spurned him! She had turned away before he had even finished what he had to say…and spurned him! That ungrateful, spoiled, little-

"Monsieur Blueblood?"

Blueblood groaned at the sight of the dance mistress who appeared from nowhere. Fluttershy was getting away before he even had the opportunity to turn the mare around and give her a good harsh shake for insulting him. He watched as she walked further and further away, vowing then and now that he would have the mare, one way or another.

"Monsieur?"

He forced a smile and focused his attention on the matron standing before him. "Madame Luna…how wonderful to see you again."

The mare did not smile at him, only icily handed him a note. "This arrived for you monsieur…I suggest you read it at once." With that, the mare turned away and stalked back to the shadows from which she came.

Although Fluttershy was a good distance ahead of the Prince, she overheard Madame Luna's words about the note. She recalled how Twilight had told her that the Phantom only communicated through notes, and while she was still trying to convince herself that the whole notion of the Phantom of the Opera was ridiculous, she found herself pausing after she turned a corner.

She overheard the Prince mumble some of the words, before cursing and crumbling the note. He threw it on the ground and stomped off in a different direction. Fluttershy waited till the sounds of his footsteps were far off before emerging from her hiding place. She quickly dashed to where he had been standing and picked the crumbled note up off the ground. She smoothed the paper out as best she could, and began to read.

_To Prince Blueblood,__Monsieur, I do advise you not to harass the people of my theater. As your interests in opera are extremely limited, I suggest you leave all matters of staff to me…and keep what little understanding you have of the opera business to strictly bucking the prima donna-_

Fluttershy gasped at the words and found herself blushing deeply. Was…was it true? She recalled how Fleur De Lis always seemed to throw herself at him…and the mysterious engagements the two of them had while in her dressing room…

She shook her head, not truly wanting to dwell on such things, and continued to read.

_-and prancing about like a plumed peacock. Good day. I remain, —O.G._

Fluttershy stared at the initials on the letter for a long time. O.G.–opera ghost. Were the stories true? Was it possible that the Phantom wasn't a myth? But ghosts couldn't write notes…at least none of the ghosts in Fluttershy's novels could. But maybe he truly was a stallion…a mad stallion, living somewhere within this theater, watching all that went on, watching…watching her.

She swallowed the lump in her throat and slowly rose. Earlier, when she believed the stories to be simply stories, she found the idea slightly romantic, while eerie as well. Yet now Fluttershy felt a cold shiver run down her body, and she found herself moving very quickly back to where she had left her work.

"Wait…" she paused. "Madame Luna was the one who delivered the note…she must have written it!" Yes! It made sense; Fluttershy could tell Madame Luna had a cold dislike for the Prince. She must have written the letter, and then initialed it as such to frighten him--or at least upset him--either way it got him to leave.

That was what it was, a letter in the guise of the Phantom's threat. She felt calmer at the thought, yet there was a tiny piece of her that also regretted the reality of it; while the stories she had heard about the Phantom sounded frightening, the idea of a mysterious shadow-clad knight coming to her rescue was very romantic.

"Fluttershy, you really must control your sensibilities!" she scolded herself before hurrying back to the costume room.

Discord smiled wickedly from his hidden rooftop view as he watched an angry Prince Blueblood exit the building. The Prince slammed his hat on top of his shimmering golden mane and stalked toward his carriage. The driver leapt to his feet and opened the door, grimacing when he saw the nobleman's expression.

"Get us out of here!" the Prince ordered, settling back into his carriage and glaring at the Opera House that stood before him. "Make no mistake about it," he muttered to himself. "I will have her."

Discord watched with amusement as the carriage pulled away. He couldn't help but laugh at the whole situation. The sight of the handsome Prince Blueblood being snubbed by a pretty mare was extremely comical to Discord. He leaned against the ghastly stone ponies he was hiding behind and laughed for a good long time, not caring if anyone heard him; it would only convince others further of the legends of the infamous Opera Ghost.

Indeed, the Opera hadn't been this entertaining since…well, since before Fleur De Lis first placed her overgrown hoof on the stage. The costume mare was truly fascinating; she was so unlike the others. Despite the Prince's compliments and good looks, she saw past the whole façade and would have none of his bullying. She was intelligent and courageous, outwitting the Prince and standing up to Fleur De Lis; indeed, he liked this mare very much.

His smile faded at that thought. True, the mare was different compared to the squealing dance trollops, but she was still a pretty face that would scream at the sight of him should he reveal himself. His lips twisted in disgust as he thought about how often he would come to see her while she worked. He supposed the whole ordeal began when the Prince wouldn't leave her alone. He found himself pitying the mare, something he rarely did, and today, when he realized that the son of a bitch was interfering with the young mare's concentration to the point where she was causing injury to herself, he had to intervene.

Discord felt a grin return to his lips as he recalled the Prince's displeasure at the note he ordered Madame Luna to deliver. Prince Blueblood did not believe in the Phantom, he was far too "rational" for such things. However, Discord knew how greatly upsetting it was for the stallion to receive such reminders of the Phantom's existence. His grin grew wider as he thought that one day soon, Blueblood would not be able to deny his very real presence.

The bells of Notre Mane sounded the hour, reminding Discord of the vast amount of work that still needed to be done before the opening gala tomorrow. "Faust" would be the first opera of the season; thank God the managers followed some of his instructions. Indeed, there were still a great many things to be done. If only he could find a soprano to replace the harpy.

That night, Fluttershy barely slept a wink. Her dreams were plagued with a dark figure, cloaked in shadows, calling out her name in a haunting voice, while sweet chilling music played in the distance. She could not see his face, yet she went to him, his voice beckoning to her like a siren's. She tried to touch him, but he would move away. However, she felt his hooves upon her; they were large, rough, a worker's, yet they were also gentle, touching her as if she were a finely tuned instrument waiting to be played for the first time.

Every dream was the same: haunting, chilling, erotic. And when she awoke, she was covered in sweat and her body was throbbing for the touch of her ghost. These thoughts and feelings frightened her, for she had a funny feeling she knew very well who the stallion was in her dreams.

The sun came all too early. Fluttershy groaned when her father came to rouse her out of bed. "Come, we have much to do today…for tonight is the opening gala of the opera season!"

With much reluctance, Fluttershy forced herself out of bed and hurried off with her father to the busy Opera House. The place was a scene of chaos. While the gala would not begin till seven, there was a frantic state to get everything in order. The managers were running here and there, trying to please Fleur De Lis and be sure everything was prepared on stage. Madame Luna worked meticulously with the dance, telling the mares that only perfection would satisfy her. The orchestra rehearsed the entire opera, complete with chorus and one star. Fancypants sang, but Fleur De Lis believed herself to be well beyond ready, and chose to spend the day pampering herself. Meanwhile, Fluttershy carefully added the final touches to Fleur De Lis' costumes and gently laid them out for the over-confident star to change into.

Throughout the day, Fluttershy kept hearing talk about mysterious notes. Dancers and stage hooves gossiped about the letters that were mysteriously arriving by the hour to the managers, demanding perfection for the evening. Fluttershy couldn't help but grin when she heard two dance mares giggling that one letter demanded for Fleur De Lis' understudy to perform instead.

Yet Fluttershy found herself even more confused than before. She spent so much energy the previous day trying to convince herself that the letter Madame Luna had delivered to Prince Bueblood was penned by the cold dance mistress herself. However, there was that small annoying voice in the back of her head that kept telling her it was him, the mysterious Phantom. Now, with talk over all these notes, she found that voice growing louder and louder.

The day went by in a whirl. Before anyone knew it, night had fallen over the Opera House, and slowly, dressed in their elegant silks, linens, and furs, the crème de la crème of Maris society arrived in dazzling carriages. Fluttershy managed to sneak away for a few minutes and watch from a balcony overlooking the grand foyer, the arrival of the toast of society. Her eyes quickly scanned the crowded scene before her and saw no sign of the handsome Prince. She thought it odd that a stallion who patronized the Opera as well as he, would not come to a performance, especially the opening opera of the season. However, she remembered how upset he appeared to be after reading the infamous note. Perhaps it was her words; perhaps she was able to sting him with the truth and he was unable to remove her stinger. She couldn't help but grin a little at that thought.

Meanwhile, Fluttershy's father was back stage tuning his instrument, trying to desperately calm his nerves. He hadn't played before an audience in what felt like centuries, and at last his opportunity had come. He needed to calm down; his hooves were shaking so violently he was afraid he wouldn't be able to properly play! What he truly needed was some fresh air, or at the very least, a brief walk away from the auditorium. While patrons were not yet being seated, he could hear them in the foyer and in their private lounges, clinking glasses of champagne and laughing gaily amongst themselves. Yes, he needed to walk away and mentally prepare himself for this wonderful, yet slightly terrifying opportunity.

"I ain't goin' down there!" muttered a gruff looking stage hoof. Time Turner turned his head to see a group of strong unshaven stage hooves argue over who needed to fetch a prop for the opera.

"Well I ain't doin it!" another said just as fiercely. "Cranky always warned us that if you went down there without permission, you would never return alive! Remember Mr. Breezy? Has anyone seen him since he disappeared below stage a year ago?"

"Well someone has to go down there!" another added. "Flim says they need that piece, that it's vital for the opera-"

"Hang Flim and the whole lot of them! They don't understand the things we risk and put up with here. He wants it so bad? Let him get it!"

Time Turner cleared his throat, and the small group of stallions slowly turned towards him. Their eyes went wide at the sight of the stallion who was asking for their attention. "I beg your pardon gentlecolts, but…I do not understand why there is this fear of simply going below stage to retrieve a simple prop?"

The stallions looked at one another, then back at the old stallion, then at one another again, as if to understand they heard him right. "Don't understand?" one of them asked. "Don't you know about…about…you know, the ghost?"

Time Turner made a sound with his lips that signified disbelief. "Oh come now, I would not think that stallions like you would believe in such ghost stories?"

"They be true stories!" one of the stage hooves argued most gruffly. "I've seen him! He lurks in the shadows, and I was lucky to get away with me life! He had his Punjab lasso with him, and he was going to put it around my neck, when I-"

"When did this happen to you?" one of the stallions asked looking extremely skeptical.

The other who had been telling story became flustered at the question. "W-why…surely you remember, that day…a few months ago, when I didn't come to work? I was sure I told you…"

"I remember that day you didn't show up for work, because you were as drunk as a sewer rat! That's one of Cranky's stories about the Phantom, you lying-"

"GENTLECOLTS!"

All the stage hooves turned to look at the old stallion again, surprised that he had such a voice. Time Turner straightened his shoulders, knowing that anyone of these stallions could squash him like a bug if they wished. Yet he could not believe that such filly stories had this gruff looking lot shaking in their boots. "If none of you are willing to fetch whatever prop this is–what is the prop?"

"A spinning wheel," one of them muttered. "It's been in storage for years, but apparently Fleur De Lis' character needs it."

Time Turner nodded his head. "Very well, since none of you will venture below stage to retrieve this spinning wheel…" he sighed heavily, as he did when he was handling Fluttershy's fears when she was a small filly, "then I will go and fetch it."

The stage hooves stared blankly at Time Turner, as if they weren't quite sure if they heard him correctly. Then, all at once, the whole lot burst into hysterical laughter. "Y-y-you!" one of them said between chuckles. "You old stallion…are going to go below stage…into the Phantom's domain?" They all burst into laughter again.

Time Turner grunted, straightening his shoulders even more and glaring at the buffoons before him. "Yes!" he said with determination, lifting his chin proudly. "I will! I, a violinist, will do the job of a stage hoof, the job of stallions who are too afraid of the dark!"

They all kept laughing. "You w-w-would be afraid too, if you k-k-knew w-w-what was down t-there!"

Time Turner shook his head and turned on his heel. "Which way do I go?" he asked, looking for a door that would lead him away. The stallions's laughter rose to new levels at this question.

Time Turner despised being laughed at, especially by ponies who looked at him and thought him inferior. His beloved wife's family, were no different. Even when he announced to his own family that he was going to become a renowned violinist, he was met with laughter. Only Fluttershy, his beloved child, believed in his dreams. And she knew that when he was determined, he could be most foolish, due to his stubborn pride.

So naturally, when these stallions continued to laugh at him over and over again, he felt his pride rising along with his stubbornness, and knew that he had to fetch this silly spinning wheel to prove that he, a old stallion, was not afraid of any figment. So he set off, spying a door that he was sure led below stage, marched over to it, and turned one last time to look at his laughing companions.

It was slowly beginning to die down, as they looked at him before he descended the darkened steps beyond the door. "I'll return soon with your precious prop," Time Turner snapped, before taking a deep breath and stepping through the dark passageway.

No one was laughing now. For deep within their hearts, the stage hoofs knew, especially after they exchanged worried glances amongst themselves, that the old stallion had descended to his death.

**_Darkness_**

It was dark below stage. Darker than the velvet black curtains that hid the back stage world. Time Turner was slowly beginning to regret his decision to fetch this silly spinning wheel that no one until now had thought to retrieve. After all, it wasn't his job, he should have made one of those stage hooves come with him. But a stallion's pride could also be the bane of his existence, and Time Turner knew that he had let his foolish stubborn pride bring him to this dark netherworld. If Fluttershy knew what he was doing and why…oh he would never hear the end of it.

"I should have brought a light," Time Turner muttered, his hooves reaching out to touch…anything really. "So this is what it's like to be blind…" he whispered to himself, not liking it one bit. He continued a few more steps before sighing and stopping himself. This was foolish, damn foolish, and he had a job to do as a violinist. Wasting his time below stage seeking something that he couldn't even see, let alone having no clue where to find the spinning wheel, was a horrible idea. Best that he turn around and head back–

"Ow!" Time Turner stumbled backwards after hitting the hard surface. Did he just walk into a wall? But…how could that be? He had just come from that direction, all he had done was turn around…

"Strange," he muttered, rubbing his forehead and attempting to side step the wall or hard object he had hit. The problem was…there was no where to side step. "How?" He kept trying to go around the wall, but it was as if the wall just kept on going! "What's going on?" he asked, his voice rising with panic as he attempted to move again, but kept coming in contact with a hard unseen barrier.

Time Turner turned a different direction, hoping somehow he could find his way back…but it too was blocked off. "What the devil…?" he was completely stunned. He knew there wasn't a wall there before, but somehow…it had appeared! It was like…he was slowly being boxed in…

"HELLO?" he cried. "CAN ANYONE HEAR ME?"

Silence.

"HELLO? I NEED HELP! I'M TRAPPED DOWN HERE-"

Hoofsteps. He heard hoofsteps slowly approaching. "Oh thank goodness," he muttered, his hoof patting his chest gently to ease his heart. "Hello? I'm afraid I'm stuck, can you-"

The hoofsteps paused. Time Turner listened closely, but not a sound was being made. "Hello?" Faintly at first, but growing ever so slowly, was the sound of heavy breathing. Time Turner swallowed a rather large lump in his throat, his hoof trembling as it patted his chest. "H-h-hello?"

The breathing continued, and it was different now. It was as if there were several ponies breathing. And it seemed to be coming from all around him. Time Turner attempted to remain calm, but found it extremely difficult. "N-n-now s-s-see here…" he said while mustering up some courage. "If you're n-n-not going to help me…t-t-then you best leave…"

There was a long silence…until a voice, low, gruff, and deep, muttered, "You shouldn't be down here…"

Time Turner gasped and found himself backing up against the mysterious wall. "W-w-who are you?" he demanded.

"You're a trespasser," the gruff voice accused. "We don't like trespassers…"

Time Turner clutched his heart. "W-w-w-we?"

"L-l-l-leave h-h-him alone, R-r-rainbow Dash!"

"Stay out of this Derpy! You know the Master's rules about trespassers! Or do you want to return to the carnival?"

The other voice began wailing in fear. Time Turner couldn't see a thing, but the studdering voice sounded like a young female, strange indeed. He flattened himself as much as he could against the wall.

"There was no need for that, Rainbow Dash," a new voice warned. This voice was also gruff, yet not nearly as frightening as the last. The new voice then began to speak tenderly to the wailing figure.

"Don't lecture me, Shortround! I'll speak to her as I please! Besides, she's always like this whenever somepony-"

"She's a child, Rainbow Dash! Or very much like one…she doesn't understand."

Time Turner heard a scoffing sound, and assumed it came from the voice named "Rainbow Dash". "She should know better! And if she thinks I'm frightening, wait till the Master discovers she allowed a trespasser to go-"

The wailing grew ever louder. Through the wailing, Time Turner could hear both comforting and swearing. He felt along the wall, hoping to find something that would set him free from this dark frightening prison, but it was all in vain.

"All of you, stop this at once!" A new voice emerged, calm, older, another female?

"Rarity-"

"No Rainbow Dash, you listen to me…" she icily snapped. "I'm tired of all this bloodshed; I'm tired of this whole mess. What is this stallion's crime?"

There was a gasping sound, almost as if someone was shocked by the mere question. "What has he done? He's trespassing! You know the Master's rules!"

Before Time Turner knew what was happening, he found himself speaking to the darkness. "I…I d-d-didn't mean to trespass. I swear, I came down to find a prop for tonight's opera. A spinning wheel…please, I didn't mean to offend."

There was a pause, before the mare's voice spoke again. "Put on your shrouds," she ordered.

"WHAT?" Rainbow Dash shouted.

"Put…on…your…shrouds!" she hissed, her words clipped and even.

There was a shuffling sound, as if someone were moving quickly. The sound was interrupted by Rainbow Dash's protest. "Am I the only one who cares about what happens to us? Am I the only one who share's the master's feelings on this matter? Have you all so easily forgotten what the carnival was like?"

The wailing began to start again, but the mare's voice quickly silenced both. "Go then Rainbow Dash, go and be gone. I will take responsibility."

Time Turner listened as the hoofsteps vanished somewhere in the darkness, and the wailing came to a series of sniffles. Without warning, a light flickered, and an oil lamp appeared, illuminating the small space.

The light hurt his eyes, and Time Turner peered through the shadows, attempting to see who held the light. He gasped when he saw two shrouded creatures before him, a Pegasus with a severe hunch who only had a face cover, and the other he could not say, for the body was completely covered, but certainly smaller than the other.. "Come monsieur, we will show you what you are looking for…and a different way out."

Time Turner was almost too shocked by what had happened and was taking place before him. The smaller shrouded figure gestured for him to follow. "You can't go back that way monsieur, believe me. And if you wish to escape, you had best follow Derpy and me."

"I…I…" he was stumbling over his words, trying to find his voice but to no avail. Who were these ponies? What was going on? And…who was this mysterious "master" they kept referring to?

The smaller shrouded figure gave an exasperated sigh, then came forward and grasped his arm tightly. "Monsieur, you must follow us." The words were clipped, and it suddenly occurred to Time Turner that the voice of the smaller figure was the mare's voice he had heard earlier. "My name is Rarity, and we shall lead you out of here." He didn't say anything, simply nodded his head and allowed the mare to pull him by the arm.

The larger bent over figure grunted, and began to follow from behind. Time Turner swallowed the growing lump in his throat, unsure what to think or believe, and wondering if he was truly safe.

As if reading his thoughts, the small mare said, "Have no fear monsieur, Derpy is quite harmless."

The bent over figure who was following started to laugh at the words, but it was a filly's laugh, one full of merriment and excitement. "D-do you know g-g-gypsies?"

Time Turner was thrown back by the question that Derpy had asked. "W-w-what?" he asked, still being dragged by the small mare, but attempting to turn and face the bent over pony.

"Gypsies! I…I k-know a s-s-story…with a b-beautiful g-g-gypsy mare!" she stammered happily.

Rarity sighed. "Ever since I told Derpy the story about the hunchback and the gypsy girl, she dreams of meeting gypsies."

Time Turner nodded his head, but he was at a loss for words. It was as if…as if these ponies led normal lives and discussed normal things…yet lived below the Opera House!

His thoughts were interrupted by the sound of something scraping along the hard earthen floor. "W-w-w-what was that?" Time Turner asked, trying to calm his voice.

"Shortround," Rarity said simply.

It was so matter of fact that Time Turner felt foolish for asking. "W-w-why can't I s-s-see him?"

Derpy was quick to answer. "Shortround i-is a dwarf! He-"

"Derpy!" Rarity barked. Derpy instantly shrank back. They continued on, although Time Turner found himself in deeper confusion with horrific images flying through his mind. A dwarf? And these two in shrouds? What sort of place was this!

"Here we are!" Rarity announced, after what seemed like a short eternity through twisting tunnels and dark caverns. The shuffling sound that the small mare had identified as "Shortround" moved quickly to a ladder behind them. "You would never have found the spinning wheel without our help I'm afraid," the mare announced. "I've been using it to make clothes," she explained. "I often forget that I must share the props with the actual Opera House," she chuckled, to which Derpy joined her.

Time Turner gasped when he saw the spinning wheel being lowered by a rope from overhead. "Ah! Thank you Shortround!" the mare said brightly. "I'm not very good at climbing, but he's wonderful," she quickly explained.

Time Turner simply nodded his head, the lump in his throat never allowing speech to come through. "Derpy, I want you to hold this, and mind the spindle," Rarity instructed, handing the large creature the prop Time Turner had come to find.

"If I'm n-not c-c-careful, I m-may fall asleep for h-h-hundreds of years! J-just like t-the s-story!"

Rarity nodded her shrouded head to Derpy's words. "Exactly, so be very careful." She then turned back to Time Turner. "Now monsieur, we shall find you a way out-"

A great gust of cold wind blew through the tunnel, knocking the oil lamp Rarity had been holding out of her hoof, the flame disappearing into the shadows. Darkness enveloped the cavern, and Derpy gave a cry of anguish, before dropping the spinning wheel and rushing past Time Turner, her large body causing the old stallion to lose his balance and fall to the ground.

"Master!" Rarity cried. "Please, allow us to explain, this stallion simply came to retrieve-"

Her words were cut short by a roar of rage. "TRESPASSER!"

Time Turner gasped at the sound. He had never heard anything like it! It…it barely sounded pony!

"You did this Rainbow Dash!" accused the voice of Shortround, who was speaking overhead.

Rainbow Dash's voice filled the cavern, responding to Shortround's accusation. "He would have learned sooner or later! And you know the rules! See, master? I was against it all alo-"

"SILENCE!"

Both Rainbow Dash and Shortround shrank away, and the only sounds Time Turner could hear were heavy steps, and his own heartbeat, ringing loudly in his ears.

He was trembling, clutching his chest again, attempting to back away, yet still the steps approached closer, louder, each sound more ominous than the last. He wanted to plead for his life, beg forgiveness, anything that would wake him from this nightmare!

There was a menacing pause, and then, with hot breath hitting his face, Time Turner heard the most frightening voice that had ever filled his ears. "Who are you..." the voice was a hiss. A hiss that would shame a snake and make anypony plea for his life. "…and what are you doing here?"

"I…I…I j-j-just w-w-w-wanted…"

"Do you know what I do with trespassers?" the voice asked, in a menacing tone.

"I…I d-d-didn't mean to t-t-t-trespass! I…I j-j-just w-w-wanted…p-please!"

"Master!" Rarity's voice interceded. "He did not know the rules, he is new, I've never seen-"

"I KNOW WHO HE IS!" the dark voice snapped. "And I know that he knows my rules."

Time Turner had no idea who this pony, or maybe not even that, more like a monster was…but a horrifying feeling was filling him and causing his whole body to convulse and tremble with the cold knowledge. "P-p-please…"

"You know the rules…" the voice hissed. "And yet you disobeyed. You just wanted to come and see the Phantom…didn't you?" the sound of sinister glee rose with each word. Time Turner attempted to shake his head, but he was scared stiff. A sudden flicker of light illuminated the cavern floor. "Well…I wouldn't want to disappoint…" The light rose off the floor, higher and higher, until Time Turner's eyes widened with horror at the sight illuminated before him.

Despite the noise of the crowded foyer and auditorium, those that worked back stage jumped at the sound of the old stallion's screams.

"I swear! I could KILL that stallion!" Flam shouted in frustration.

Flim paled at the words of his colleague, quickly signaling for Flam to lower his voice. "Quiet! The last thing we need is for Fleur…or the Prince for that matter, to learn that something is amiss!"

Flam threw a hoof up in the air in exasperation. "How could he do this to us Flim? After allowing both him and his mouse of a daughter jobs in our theater! How could he do this to us?"

"Calm yourself Flam," Flim attempted.

Flam however was going to be anything but calm. "What are we going to do? We need that violin! Fleur de Lis sings with a violin solo during Act II! No one else knows that solo but Time Turner!" Flam began pacing. "It's just like Caramel! He's disappeared! He's taken our money and he's left, without a word, without a reason, without-"

Flim marched up to the stallion and slapped him hard across the face. "Get a hold of yourself!" he hissed, before glancing to the side to see if anyone saw them. The two managers were back stage after being called by Madam Octavia, the orchestra conductor. Octavia filled the mangers' ears with a litany of complaints, all centering around the fact that Time Turner was nowhere to be seen, no one could find him or knew where he was, and the opera had been delayed for ten minutes!

Fleur de Lis was pacing angrily, wondering what the trouble was, and indeed, out in the auditorium, the patrons were beginning to grow restless. After learning the news, Flam and Flim found themselves panicking, wondering what should be done--besides firing Time Turner, once he was found.

Madame Luna had already been sent to fetch Fluttershy, who was hard at work with preparing a frustrated Fleur de Lis. "I'm sure the mare knows what's become of the stallion," Flim attempted to reassure his business partner.

Flam was less convinced. "And if not? Then what? We still need to start the opera! These ponies paid good money! We can't lose that money! This is the first performance of the season! We'll be ruined if-"

Flim slapped Flam again. "Shut up!" he hissed. The two suddenly realized they were being watched and turned to see a bewildered and somewhat pale Fluttershy standing beside the dance mistress.

"I was told you wanted to speak with me?" she asked, her voice timid for she feared something was wrong.

Flim cleared his throat and nodded his head, his eyes holding hers. "When did you last see your father, mademoiselle?"

Fluttershy's already pale face turned even whiter. "My father?" her tone was high and full of worry. Madame Luna placed a reassuring hoof on the mare's shoulders to calm her. Fluttershy looked back and forth between the two managers. "What's happened? Is he alright? What's wrong?"

"Mademoiselle, please remain calm," Flim whispered, attempting to remain calm himself. "Madam Octavia has not seen him since earlier this evening, before any patrons were seated. And…well, as you very well know, we need him to play that violin piece, and no can find him-"

"He's missing?" Fluttershy practically shrieked. Flim placed a hoof to her lips to silence her.

"Hush! We can not have a scene! We-"

But it was too late. Fleur de Lis, looking more exasperated than ever, waltzed over to the managers with Fancypants close behind. "WELL?" she screeched. "What are we waiting for?"

"Senora, please, you must keep your voice down-"

"I WILL DO AS I PLEASE WHEN I PLEASE, AND I WILL SPEAK AS I PLEASE!" she barked. "Now tell me…what is going on?"

Mustering up as much calmness as he could, Flam stepped forward to explain. "It appears Monsieur Time Turner is missing, and we are-"

"MISSING?" she shrieked. Wincing with pain from the sharpness of her voice, both the managers nodded their heads. Fleur de Lis eyed them coldly, before turning on her heel. "Then fire him! And start the overture!"

"What?" Fluttershy shouted, staring at Fleur de Lis in horror. "You can't fire him! Something is wrong! He would never miss a performance! We must find him! Please! He…oh no, he could be hurt! Lying somewhere and no one can hear him!" hot tears of fear and worry were streaming down Fluttershy's cheeks.

"Who gives a damn!" Fleur de Lis spat.

Silence filled the small space. Silence…and then the sound of Fluttershy walking up to Fleur de Lis and without warning, throwing her hoof directly into the mare's eye. "YOU DESPICABLE UNTALENTED HEARTLESS TOAD!" Fluttershy shouted, her hoof wailing at the screaming prima donna who was pleading for Fancypants to save her. Everyone was frozen in shock at the scene before them, and it took a blood curdling scream from Fleur de Lis before anypony responded by pulling the angry costume mare off the sobbing soprano.

"Mademoiselle! Control yourself!" Flim shouted. Madame Luna pulled Fluttershy away from the managers and wrapped her arms around the mare who was trembling and sobbing with anger and worry for her father.

Fancypants helped Fleur de Lis up, cooing over her, to which she pushed him away. "That little BITCH better be gone by the time the first act is finished!" she spat. "Ugh! My make-up is ruined! My hair!" she wailed as she stalked off. Flim and Flam stared at the retreating figure of their beloved star, unsure what to say or do, but any thoughts on that matter were quickly gone when an usher appeared.

"Pardon me, but…the Prince is here and is growing impatient and says the opera should start, or he will demand…his money back," the stallion whispered in horror.

Both managers paled at those words of doom. "Tell Madam Octavia to start the overture RIGHT NOW!" Flam ordered.

Flim turned to the sobbing costume mare who was still being held closely by the dance mistress. He sighed and locked eyes with the older mare. "Madame Luna, if…you would please escort Mademoiselle Fluttershy out," he whispered. Madame Luna simply returned Flim's words with a cold stare. The managers turned and left, leaving the two mares behind.

"There, there, child, it will be alright…" the dance mistress soothed.

Fluttershy pushed away from the mare. "Alright? I…I just hit Fleur de Lis! I've lost my job! My father is missing! And…and I just cost him his opportunity at achieving his dream!"

Madame Luna knew that no amount of reassuring words would help Fluttershy. She sighed and found herself glaring into the shadows. She knew Discord was to blame for the stallion's disappearance, she only prayed that the Phantom showed some small amount of compassion and had let the old stallion live. Yet she highly doubted it.

The notes of the overture rose into the air, and the lights dimmed and the sound of applause filled the auditorium as the curtains slowly opened. Madame Luna took hold of Fluttershy's shoulders and forced the mare to look at her. "I will help you, but you must listen carefully to what I say," she whispered. "Right now, I have to help with the performance of this opera. If I don't, more disaster may occur. But as soon as it is over, I will…make inquiries…"

Fluttershy's brow furrowed at the mare's words. Inquiries? What did she mean? Yet before she could open her mouth to ask, the dance mistress continued. "You must trust me Fluttershy, I will learn what has happened and find him, I promise you. In the meantime, it would be best if you went home."

"But-"

"Please, I know this must sound confusing, but you must trust me on this. You should go home before Fleur de Lis has another fit."

Fluttershy felt numb. Was this really happening? She nodded her head to the mare's words, who smiled warmly at her, with a dash of sympathy, before turning and leaving the costume mare alone in the shadows of the back stage.

Fleur de Lis's harpy-like voice filled the auditorium, and Fluttershy found herself seething with anger. She had never met anyone in her whole life that she wished more ill will upon. And the louder Fleur de Lis sang, the more the anger boiled within Fluttershy. No, she would find her father, she would find him right now! And…she had an odd feeling…

The smell of tobacco filled her nostrils and she turned her head to see three stagehooves chuckling amongst themselves. The odd feeling grew more and more…

"You!" she hissed, approaching them without a thought or care that they could snap her in two if she angered them enough. "You know something about my father, when did you last see him!"

They stared at her, amazed at her boldness to approach them with such a tone, and found themselves somewhat intimidated. "W-w-what?" one of them asked.

"Monsieur Time Turner! My father! The violinist! Have you seen him at all?" she demanded.

They glanced back and forth between themselves and looked back at her, their faces contorting with worry. "What? Tell me!" she demanded, knowing they knew something.

One of them sighed and shook his head. "We tried to warn him, but he wouldn't listen. He was too stubborn."

Fluttershy grabbed the stallion by his shoulders and shook him hard, despite her much smaller frame. The stallion found himself amazed by the mare's strength. "TELL ME!"

The stallion shook Fluttershy's hooves off him. "He went below!" he grunted. "Down…down there…" he pointed to a door just a few feet away. "I'm sorry mademoiselle, but…he's gone."

"G-g-gone?" Fluttershy asked, her voice trembling, not wanting to hear what she knew they were going to tell her.

"No one is allowed down there without the Phantom's permission. Everypony knows that. We warned him, over and over…but he wouldn't listen."

Fluttershy stared at the door while the stallions spoke. "I'm sorry mademoiselle, but…you'll never see your father again."

"NO!" Fluttershy shouted, stalking over to the door and gripping the handle with both hooves before pulling it open. "I'll find him and I'll bring him back," she swore.

The stallions stared at her. "Mademoiselle, you can't be serious? The Phantom! He'll…he'll kill you if you go down there-"

"TO HELL WITH THE PHANTOM!" Fluttershy cried out angrily. "I don't care…I'm going to find my father." She grabbed one of the lit oil lamps that was back stage and disappeared into the darkness, closing the door behind her.

The stage hooves stared in shock at the closed door. The costume mare was surely doomed, just like her violinist father. The Phantom never showed mercy, everypony knew that. The stage hooves began to pray for the soul of the brave mare who had just entered the mouth of hell.

**_Choices_**

The clang of the stage door closing behind her sounded like an iron gate that was locking her in. Fluttershy stood silent for a moment, holding the oil lamp with a shaky hoof and observing the never-ending darkness that stood before her. She was alone; no one chose to follow her for they were too afraid, and Fluttershy could hear a tiny voice in her head telling her how foolish it was for her to go into the unknown all by herself.

But her father needed her. He was down here somewhere, she could feel it. He could be hurt, he could be trapped, he could be lost in the shadows. She had to find him, she had to save him, he was all she had left in the world.

Fluttershy took a deep breath and reached up to touch a rusty locket that hung around her neck. The metal was tarnished and beyond repair, but the picture inside was of her mother, and it was all Fluttershy had left of the mare. She said a silent prayer and with it, ventured into the dark unknown.

"She's…she's here!" Derpy cried out happily. Despite her size, she was jumping around like a joyful filly at Christmas, clumping her hooves and grinning madly.

Rarity, who had fallen asleep near the spinning wheel that only a little while ago they had gone to fetch, awoke with a start to Derpy's jovial dancing. "S-s-s-she's here, R-r-r-rarity!" she stuttered, grasping the mare and twirling her around. "S-s-she's come a-a-at last!"

Rarity squealed when she felt her hooves lift off the ground. "Derpy! Put me down at once!" she cried, preferring to be dropped than crushed to death by the exuberant pony. Derpy blushed and then immediately placed the mare back on the ground, but her grin never disappeared. Rarity straightened herself. "What on earth are you talking about?"

Derpy found herself dancing again. "T-t-the gypsy mare! I…I know it's h-h-her!"

Rarity sighed, regretting telling her that story in the first place, especially since she lied about the ending. "Derpy, that's only a story, there is no-"

"NO!" she shouted, her smile disappearing. "I s-s-saw her! S-s-she's here! S-s-she's wandering near the old p-p-p-prop r-r-room!"

Rarity stared up at Derpy, her brow furrowed. She knew Derpy could get carried away with the stories she read to her, but this time was different. She could tell by simply looking into her eyes that it was true, she had seen a mare, and that the mare she had seen…was here.

"Near the old prop room?" she asked, feeling her hooves carry her away from the cavern they had been occupying. Derpy simply nodded her head before giggling again. Rarity was glad that she was so happy, but her blood ran cold at the thought of the innocent mare becoming another victim of Discord's booby traps…or of Discord's rage. "Come Derpy," she whispered. "Take me to her."

In a further cavern, Shortround sat by candlelight reading quietly. Rainbow Dash was sitting a few feet away, sharpening a knife on an old piece of leather. Now and then she would glance at the stallion, rolling her eyes as she watched Shortround lean close to the book he held.

"How many times have you read that stupid thing?" Rainbow Dash asked irritably. Shortround made no comment. "Waste of time," Rainbow Dash grunted.

Without lifting his head, Shortround muttered, "I have nothing to say to you, so continue sharpening your toy and leave me to read in peace."

Rainbow Dash cast Shortround an angry glare. "What's wrong with you?"

"You mean besides the countless times you mock me?" Shortround muttered, without looking up. "How about…you running to the Master to tattle on the rest of us?"

Rainbow Dash rolled her eyes and rose to her hooves. "The stallion was a trespasser! Does that not mean anything to you?" she threw her front legs up in frustration. "Tell me something Shortround, did you like the carnival? Did you like performing for those clops and being called names? Because I know I didn't! And I am never going back there!"

Shortround sighed. "The stallion only wanted a spinning wheel-"

"And the second he came back to the surface, he would tell everypony about us down here and a mob would be after us in a second! Think what you like Shortround, but you're wrong! I for one share the Master's feelings, I for one will not go against the Master's orders! I-"

"Papa?"

The word was soft and distant, but it rang out loud and clear and both were silenced immediately upon hearing it.

"W-w-w-what was that?" Rainbow Dash asked, whirling her head around the cavern.

Silence, and then another call. "Papa?" This time it sounded closer.

"Sounds like…a mare?"

"A MARE!" Rainbow Dash exclaimed, her eyes widening with horror. "Are we to have no peace? How are these ponies finding us!"

"Quiet!" Shortround ordered. Both he and Rainbow Dash moved to a crack in the cavern wall, peering out to see if the voice was coming from that direction.

Sure enough, after a few seconds, a small light appeared in the distance, and with it, another cry. "Papa? Can you hear me? Are you there?"

"It is a mare…" Shortround whispered.

"I KNOW WHAT IT IS!" Rainbow Dash exploded. "WHAT I WANT TO KNOW IS HOW DO WE GET RID OF HER!"

Shortround winced to Rainbow Dash's cries, and then paled when he heard, "Papa? Is that…you?"

"See what you've done!" Shortround hissed. "She's heading this way!"

"No…I…I'm not going back there…I'm never going back there!" Rainbow Dash mumbled, stepping back frantically and stumbling.

"Get a hold of yourself!"

But it was no use. Despite Shortround's attempt to calm her, Rainbow Dash rose to her hooves and immediately took off down a dark passage wailing for the Master. Damn! "Papa?" Shortround froze; the voice was nearly there! He quickly moved himself away, leaving his book and candle behind.

Fluttershy heard the sound of…hooves? She wasn't sure, but she quickly followed the sound, especially as she heard the sound moving faster. "Wait!" she cried out. "Please, I'm trying to find my father-"

She entered the cavern and saw the small candle glowing as brightly as it could, lying next to an open book. Somepony was here. It could have been her father, but…why would he run from her? The shuffling sound echoed off a cavern wall, coming from a dark tunnel; Fluttershy took off after it. "Papa! Please! Don't run away, I just want to find my father, Monsieur Time Turner! Please! I-"

"F-f-fluttershy?"

Fluttershy froze as her father's voice filled her ears. He was alive. He was HERE! "PAPA!" she cried, whirling around the darkness, trying to find him. She lifted her lamp, which was quickly running out of oil, to try and spot him. His voice sounded so faint, she could hear his ragged breathing, which was interrupted by violent coughs. "Papa, where are you? I can't see…"

"It…doesn't…matter!" he said through his coughs. "You must…get yourself out of here!"

She continued to look around, and finally, in a tiny corner of the stone floor, she saw a small iron grate, and her father's hooves clinging to the bars. "PAPA!" she cried, rushing over to the bars and immediately grasping a hold of the cold iron and attempting to force it open.

It was hopeless, the bars were too strong, and it was clear that the tiny door was locked. She looked down at her father, horrified to see him lying on his back in such a tiny space. His face was hidden by shadows, but his hooves gripped the bars with all his strength. He was wet too, his body barely rising out of dark murky water that surrounded his prison. The space so was tiny, it was as if he were…buried.

"Fluttershy-"

"Who's done this to you?" she asked angrily, placing the lamp down and seeking out a hairpin. She remembered from one of the gothic novels her mother had read to her about a mare who picked a lock with only a hairpin. She prayed that that part of the story was true.

"There's no time my dear, you must leave, now!"

"No! I'm not going to leave you down here to waste away in the earth!" she went to work with picking the lock, cursing the bitter cold for making her hooves clumsy.

"Fluttershy, please, if you love me, you'll leave this place! He'll be here any second!"

"Who?" she asked, not stopping one second with the lock. It was the only way she could avoid allowing the fear to overtake her.

"The Phantom! He's real, Fluttershy! He'll kill you for sure! He's-"

"…right behind you."

Fluttershy froze. The voice was dark, lower than anything she had ever heard, and every hair on her coat stood on end at the deep growl that reverberated around the cavern walls. Before she could begin to turn her head, a claw grabbed her by the shoulder and whirled her around, so rapidly, that her oil lamp broke and she was encased in shadows.

"W-w-w-who's there! What do you want with us?"

She could hear movement, and felt a soft wind hit her face with each step. "Who am I?" his voice was a deep sinister growl that sent freezing shivers down her spine. "Your father knows…"

"RUN FLUTTERSHY! SAVE YOURSELF!" the old stallion shouted.

Fluttershy had never felt so frightened. She found herself reaching for the locket of her mother and pressing it tightly into her neck. She wanted to run, she wanted to flee for her life, but she couldn't abandon her father! She prayed for courage, prayed for resourcefulness, prayed for anything to have this…creature, show mercy upon both she and her father. "Please let my father go…" she whispered. "He didn't mean any harm, it was all a mistake-"

"MISTAKE?" he shouted, causing the cavern walls to shake. "HE KNEW THE RULES! NO PONY IS ALLOWED DOWN HERE! NO PONY!"

Fluttershy wailed, throwing her hooves over her head, afraid a piece of rock would come crashing down and hit her. The movement continued, and Fluttershy bit her lip, forcing herself not to cry. She had to show courage! "P-please…" she whispered. "My father…he'll catch his death if he stays in there…"

A dark menacing chuckle came from the Phantom's lips. "Catch his death?" he chuckled some more. "My dear…I am death."

The chuckles were more than Fluttershy could take. She found her own anger flaring up at the sound of the laughter, at the sound of someone mocking her concern for the life of another being. She bolted to her hooves and squared her shoulders. "You want to punish somepony so badly for breaking your rules? Fine! TAKE ME!"

The Phantom's laughter ceased. There was a long pause of silence before Time Turner cried in protest. "Fluttershy! W-w-what are you saying? Don't do this!"

The Phantom looked at the mare before him. After years of living in darkness his eyes had adapted to the point of where he could see clearly through shadow. Indeed, he had never seen the costume mare like this. She was small; the top of her head would come just to his chest. But she was no waif-like creature. She looked strong for somepony so small, and his eyes began raking up and down her body. She wore a simple dull blue dress, which lacked lace and ruffles. She was not thin, but deliciously curved; indeed, he could not help himself from gazing at her chest which rose and fell with every breath. Her hair was a vibrant pink, cascading down her shoulders and back in beautiful waves that seemed to have a life of their own. Her beautiful face was a natural beauty, with rosy cheeks that lacked the over-zealous amount of make-up that Fleur De Lis threw upon herself. Her coat was a mellow and soft yellow with wings that were pert and well formed, though they were small enough that they were probably not useable. Her eyes were wild, a light blue, that right now held a fire within them. Of course he knew she was spirited, he had witnessed that several times now since she came to his theater. Indeed…having her as his personal slave was not an idea he was against. He moved around her, knowing she could not see him, but enjoying how she looked for him whenever she felt the breeze billowing off his cape. "Do you know what you are asking?" he whispered darkly.

Fluttershy lifted her chin. "Yes."

"Are you sure?" he asked, his claws reaching out and with the touch that felt like a soft wind, brushing against her hair. "Because there's no going back. You do this, you can never return. You'll be mine…forever."

Fluttershy felt a lump rise in her throat. Trapped for all eternity in this hell, with no sunlight, no love…nothing. But a protesting cough that escaped her father's lips resolved Fluttershy's decision.

"I promise you," she said with a shaky voice, pressing against the locket tightly. "I will stay and take his place."

"NO FLUTTERSHY! NO!"

The Phantom breathed out a heavy sigh, amazed that he had been on tenterhooks while awaiting her decision. "Then it's done," he growled, removing a key from his pocket and quickly unlocking the small prison door that contained her father.

Fluttershy crumpled to the floor, gasping as the weight of what just took place overcame her. She had agreed to be this creature's prisoner, his…his slave, for…who knows what. She trembled at the thought and felt the bile rise in her throat.

"Fluttershy! What have you done?" she felt her father's arms envelope her from behind, and she turned to cling to him. "I'm an old stallion who has lived his life, and you're still young with so much ahead of you! Please, don't do this, I-"

He was yanked out of her arms violently by the unseen Phantom before Fluttershy had the opportunity to say anything. "Wait!" she cried to the darkness, her hooves seeking out her father, but finding nothing. "Please! Let me say goodbye!" But her pleas fell on death ears.

"RAINBOW DASH!" the Phantom bellowed. The mare immediately appeared, and the Phantom pushed the old stallion into her arms. "Take him away," he growled.

"NO! Please! Spare my daughter! Take me back!" Time Turner wailed.

Rainbow Dash was still in shock. "T-t-t-take him away? You mean…release him? Master, are you sure that's wise?"

One glare from the Phantom said everything Rainbow Dash needed to know. She quickly dragged the screaming old stallion away, leaving the Phantom alone with his silent captive.

Fluttershy was numb. She lay in a crumpled heap on the cavern floor, her breathing slow and uneven. Did this just happen? Did not that morning her father rouse her out of bed, happy and excited for the opening gala that would be taking place? Was it not a week ago that they had come to Maris with such high hopes? She had lost her father; she had lost everything she had ever dreamed for. She was truly alone.

The Phantom looked at the mare who lay on the floor before him. She seemed so small and fragile compared to the other times he had seen her. The spirit he admired was gone. He had at least expected the mare to be lost in hysterics, sobbing endlessly or attacking him with what strength she had. But this was not what he expected, this mute shell of a mare. She simply lay there, lifeless, save for the odd sounds that her breathing made.

Now what? Should he approach her? If he did, what then? The prison he had placed the old stallion was an ancient torture chamber where the victim was boxed in a tiny space, while water slowly flooded into the area, bringing the agonizing reality that the pony trapped would soon drown. He couldn't put her in there, although she was a trespasser and deserved death like all the others. But he had never killed a mare; frightened a few into insanity he was sure, but he had never killed one.

Clearly he hadn't thought this plan through, however, to his credit, it had landed upon him out of nowhere. He had to do something with her, he just couldn't leave her there with the opportunity to escape; she would wind up killing herself from one of his elaborate booby traps.

Mares; he was beginning to understand why he never got involved with them; they were too much of a hassle to try and figure out what to do with!

"Rarity," he muttered. The mare appeared at the sound of her name. "Take the mare…to the Southern chamber."

Rarity stared up at him. "But Master…that's where the costume cages are kept-"

"Exactly," he simply said. "Place her in one of those until I decide what to do with her. Or at least till the opera is finished."

Rarity couldn't believe what she was hearing. "You're going back to the opera?"

The Phantom looked down at the little mare, wondering why the shock in her voice. "It's opening night Rarity; I must see that everything is going as it should."

"BUT…THE MARE!" she shouted. Fluttershy still lay lifeless on the ground, not even flinching to the conversation taking place. "Master…you cannot leave, not like this at least. We must…we must do something; she's only a filly, look at her! She's just lost her father and freedom-"

"THEN SHE SHOULDN'T HAVE TRESPASSED!" he growled harshly. Rarity jumped and took a step back, not wishing to anger Discord more than he already was. That was one ill fate she did not wish on the poor mare. He groaned and ran a paw through his short brown hair. "Do as I say…take her to the Southern cavern, lock her in one of the cages, and after the opera, I will be down to see her."

"Yes Master," she whispered. Satisfied, Discord turned to leave, but a soft small voice stopped him dead in his tracks.

"Before you go…" came the faint voice of the costume mare, "…I have but one favor to ask…" A death-like silence filled the cavern. "…let me look upon my captor…so that I may know the monster to which I gave my life away to."

Her words were bitter, filled with anger and hatred. It was expected, but Discord had no pity for the mare, it was her decision and she gave her word. It was too late for her. And because of this reason, he had no problem granting her meek request. Without a word, he lit a match and walked over to the far side of the cavern wall. Every cavern had a candleholder, and Discord proceeded to light it, his back to the costume mare.

As the light slowly illuminated the cavern, Fluttershy peered through the shadows and began to make out a shape, it was tall, thin, and black. She realized that the blackness belonged to his cape that hung from his nonexsistant shoulders all the way to his ankles. Slowly, so slowly, he turned, revealing more of himself to her eyes. His body was too long and thin to be a ponies. She squinted, thinking she could see something more in the darkness. "Come into the light and remove your cape…" she whispered.

Without any word, he slowly moved his body forward and lifted his head to where the candlelight was streaming. She saw amber eyes, like that of a panther, glaring back into hers. His face looked like that of a pony, his left cheek of any stallion; rough and hinted with a few age lines around the mouth and eye. But it was the other half of his face that caused her eyes to widen and her heart to stop. The paleness she had seen earlier belonged to a mask; a smooth off-white mask that covered the right side of his face from the corner of his mouth all the way up to his forehead. His body seemed a mismatch of many different parts. He was much different from anypony she had seen, a deer antler on the right of his head as one horn and a goat horn on the left. His mouth held one long fang, a snake tongue, and a goat beard. His right arm was that of a lion, the left a claw of an eagle, with the right leg of a lizard, and the left leg of a goat. He even had a bat's right wing, a Pegasus' left wing, a horse's mane and a dragon-like snake's tail with a white tail tuft. The shape of his body resembled that of a snake. She was frozen in terror at this monstrously mysterious creature. It was true…everything she heard from the stage hooves and the dancers; the Phantom was real.

Discord held his arms out from his side, as if displaying himself. "Behold your captor my dear; behold your eternity."

She said nothing. Her eyes fluttered slightly, before rolling back and collapsing on the floor.

**A/N:****Hello people. So I read this Fic originally off a txt. file a friend showed me, and so I searched for it on here, but I couldn't find it. So, I'm making huge clumps of chapters in a sections for people of here to enjoy.*****THINGS GET REALLY SEXUAL AND VERY MATURE IN THIS FIC AS IT GOES ON, JUST A HEADS UP***

**(IF THE ORIGINAL AUTHOR MENTIONED AT THE BEGINNING DOES NOT WANT ME TO HAVE THIS ON HERE, PM ME AND I WILL TAKE IT DOWN.)**


	2. Truth - Friendship

**Here we are, from ****_Truth _****to ****_Friendship. _****(oh my lord, I forgot about some moments in this fic.) **

**I tried hard to go through and edit bits that needed italics and lines. If I missed some, I apologize!**

**YEAH UH, WARNING...**

**THERE'S SOME UH... ILLEGAL AND REALLY AWFUL STUFF IN THIS FIC... BASICALLY WHAT HAPPENS IS ATTEMPTED RAPE SO UH, DON'T READ IF THATS SOMETHING YOU REALLY HATE..**

**DON'T BLAME ME.**

* * *

_**Truth**_

Her head hurt. Fluttershy groaned as she slowly awoke, her head throbbing with pain as if somepony were banging it like a drum. Why did her pillow feel so hard? Almost as if it felt like…stone?

Her eyes flew open as a sudden memory filled her brain. "Please…it had to have been a nightmare…" she whispered to herself. But as her eyes slowly took in the dim light that was all around her, she could see that her nightmare was more terrifying than she thought possible.

Bars. Before her she saw nothing but cold iron bars. She was in a cage.

"No…" she whispered, quickly rising to her hooves. "Hello?" she cried, banging on the bars, knowing she could not pry them apart, yet still her body tried. "Somepony? Please? HELP ME! CAN ANYONE HEAR ME?" she continued banging on the bars, praying that someone somewhere…other than the Phantom, would hear her cries.

The Phantom. She trembled as she remembered him, standing before her, a monstrous creature, clad in black, darker than midnight, save for his pale mask. Why did he wear a mask? What was he? Was what she saw real? Was it to enhance the terror his reputation had already sent forth? Or…was it something far more sinister? She recalled some of the stories she heard the dance mares chattering about when Madame Luna was not present. Stories about the Phantom and his terrifying face and body.

However, his face and body were the least of her worries. Her father! The Phantom had her father removed…but where? Did he release him as he had ordered? Or was it all a trick? A trick to have his revenge on her father while still keeping her for…

Her stomach twisted in knots at the thought, and she felt the bile rise slightly.

No, she would not let any stallion have her, not that way, never! She would kill herself before it happened! Or kill him…

"There must be a way out of here," she muttered, stepping away from the bars and examining her prison. Was there a door? She could not see one, but there had to be one! She peered all around her, noticing for the first time hanging racks filled with nothing but elaborate costumes…costumes that she realized had long since been forgotten. Perhaps there was a door behind the racks! She pushed through the fabric, trying to see if she could find anything, when a loud thump startled her.

Fluttershy whirled around to where the noise had come from, peering out past the bars, but saw no one. "H-h-h-hello?" she asked the air with a shaky voice. She could hear breathing, but saw no one! "Is someone there? Hello?"

Nothing…

And then, "SHE'S AWAKE!"

Fluttershy screamed as a large hunchbacked pony emerged from the shadows out of no where, her face pressed against the bars. "She's awake! She's…" she stopped when she realized Fluttershy was screaming, and then she too, started screaming.

"Derpy! Stop it at once!" a figure cried. A stallion came from a cavern, however this stallion seemed to be only half the size of a normal pony. Fluttershy continued to scream as the pony turned to Fluttershy, biting his lip with worry. "Please don't scream mademoiselle, you'll only frighten Derpy more!"

Derpy continued screaming, her cry terrifying and sharp, causing the cavern ceiling to shake. "DERPY!" as if on cue, all the noise stopped, as another pony emerged, throwing her shroud off and immediately coming to the hunchback's side to comfort her. "There, there," she whispered. "It's alright, you just startled her is all, she's not terrified of you…she won't hurt you…"

Fluttershy stared in bewilderment at the three figures that were outside her cage. A disfigured mare, a hunchback mare, and a dwarf; they were all…

"Freaks," the disfigured mare said out loud, as if reading Fluttershy's thoughts. "We accept it," she sighed, finally calming Derpy down to where she curled herself up into a ball and rocked herself back and forth, staring at Fluttershy behind the bars. Satisfied, the mare turned and did a small curtsy. "My name is Rarity," she greeted warmly. "And this is Shortround," she added, indicating the dwarfed stallion. "And…well, you've met Derpy," she said with a smile, rubbing a hoof over the hunchback's arm.

Fluttershy was at a loss for words; she didn't know what to say! "W-w-who…h-how…"

Shortround cleared his throat and began to speak. "We work for the Master, and…were told to keep watch for when you awoke," he explained.

"The Master?" Fluttershy asked, staring at the three of them. "Do you mean…the Phantom?"

Shortround and Rarity exchanged glances. "Well," Shortround muttered. "That is one name…but he prefers 'master'."

Despite the unbelievable chaos of the situation, Fluttershy's face contorted to one of anger at the words. "He is no master of me," she hissed, before turning her face away to hide the angry tears that threatened to show.

Rarity sighed and approached the cage with sympathy. "My dear…please do not despair…the Master is truly good-"

"GOOD?" Fluttershy whirled around at the words. "Good? He imprisoned my father! He threatened to kill us! I'M IN A CAGE!" she shouted, rushing to the bars and beating them with her hooves.

The three figures stepped back and Derpy whimpered. Rarity immediately placed a calming hoof on the hunchback's arm and her whimpering ceased. The mare was right; the Master behaved like a monster earlier, how else would she think of him?

Fluttershy stared at the figures then turned away, sitting on the rocky ground and tucking her legs up under her chin. Rarity gazed upon the mare's crumpled form, sighed, and turned to the others. "Why don't you both go and wait for the Master to return." Shortround took the hint and urged Derpy to follow.

"G-g-g-goodbye gypsy mare!" Derpy said somewhat happily, before turning and leaving with Shortround.

Fluttershy turned her head slightly to watch as the two figures left. Rarity smiled softly, although her eyes were filled with utmost sympathy. "Derpy loves the story of The Hunchback of Notre Dame…I confess, I changed the ending somewhat for her…now whenever she sees a beautiful mare, she thinks she's Esmeralda," she chuckled softly. Fluttershy still remained frozen. "My dear-"

"Please," Fluttershy whispered, "Just…just leave me alone."

Rarity bit her lip. "W-would you like me to bring you something hot to drink? Are you hungry? I-"

"Please go," Fluttershy whispered again, curling herself up into a tiny ball and hugging her legs even closer than before. Rarity sighed and lowered her head in defeat. Time was what the mare needed most.

"Here, in case you get cold," the little mare whispered, pushing a wool blanket through the bars. Fluttershy didn't say a word, she simply lay where she was. Rarity sighed and began to walk away. Yet she stopped, paused, and turned one more time. "I just…I just wanted to say…that I think what you did was extremely brave. I don't think many ponies would have been able to do what you did…" Fluttershy didn't respond at all. Rarity gave a soft smile, tears threatening her own eyes, before turning and leaving the mare alone in her cage of iron and despair.

For the longest time she lay there, still as a mouse, listening to her surroundings, listening for the agonizing sound of footsteps. Yet none came. She turned her head slightly, looking around her dim surroundings (a single torch illuminated the cavern, which hung near the cavern's only entrance), and satisfied that she was truly alone, sprung to her hooves and frantically began to look for a way out.

Somewhere…I know there is a door here somewhere! She pushed through the layers of dusty cob-webbed covered costumes, coughing and sneezing here and there, desperately seeking the way out of her prison. And then…at last, hiding behind a large heavy black drape, she found it…the tiny door that kept her and freedom apart.

It was locked, as she suspected, but that didn't matter. She would get out, she was quite determined! She grabbed the last hairpin she had, causing her already loose hair to fall completely down her back and shoulders, and set to work. She had to hurry, for she could hear, ever so softly, the last chorus of the opera being sung.

"HEY! GET OUT OF HERE! THIS IS NO PLACE FOR DRUNKARDS OR BEGGARS!"

Time Turner gasped in pain as he felt a sharp thick boot kick him hard in his side. He glanced up, his eyes red and swollen, seeing a stallion in a maroon uniform glare down at him. He immediately recognized the uniform as belonging to one of the doorponies of the Opera House. Why was he outside the Opera House, and why was this stallion kicking him and urging him to move along?

And then it all came back.

"FLUTTERSHY!" Time Turner cried, quickly rising as fast as his legs would allow. "My daughter! Oh you must help me!" he wailed, gripping the lapels of the doorpony's coat. "He has her! He has my daughter!"

"GET OFF!" the doorman shouted, shoving Time Turner away. "And move on before I call the police!"

Police? YES! That was exactly what he needed! "Yes! Please! We must get the police at once! I need to speak with Monsieur Flam and Monsieur Flim, they will help me, I know it!"

The doorpony stopped Time Turner and shoved him again, this time sending the old stallion to the ground. "GET OUT OF HERE YOU DRUNKEN FOOL!" he shaking his hoof in a threatening manner, and Time Turner suddenly realized in his panic that the stallion was not going to let him by. The stallion didn't know him, and Time Turner looked at his own tattered coat and mud-caked clothes and knew it was a lost cause. Who would believe that he was an employee of the Maris Opera House?

"Are you deaf you old pony? I SAID GO!" Time Turner quickly sprung to his feet before the doorpony had the opportunity to kick him again with his boot. He quickly scampered away, hearing the doorpony's threats behind him, knowing he had to find somepony who would help him…but who? Would the police believe him? No, he needed someone who knew him, somepony who would help him find a way to get Fluttershy back! But who? Who had such influence to help a grieving old stallion?

"And…remember the way she paused, because there was supposed to be…that violin solo!" laughed a well dressed gentlecolt, before taking another drink from his brandy glass.

A small group of stallions erupted with laughter, each pounding one another on the back, lighting cigars, and drinking brandy as the minutes ticked by.

"That was priceless…" another stallion chuckled. "Oh Blueblood, you sure picked a good star! At least we all now have something to entertain us at that bloody place!"

Blueblood gave a small trying smile to his friend's comment, his hoof rubbing his forehead as he inwardly dealt with his irritation. The evening was somewhat short of horrible. At least the horridness disappeared when Fleur wasn't on stage. Unfortunately, there were only three scenes in the whole opera when she made no appearance. And despite the money he was making off her name and so-called talents, he hated feeling like a fool, which was exactly what his friends were doing.

"She reminded me of my dog," one stallion added. "Except I think that bitch can actually hit a proper note!" the others burst out laughing, while Blueblood simply glared.

"Oh come now Blueblood," a grey and white-haired stallion chuckled. "Despite the mare's less than spectacular performance, the evening was a success."

"Here, here!" the others crowed.

"Indeed!" the light grey and white-haired stallion continued. "No doubt, thanks to our friend Black Marble," he said, lifting his glass in the direction of a light colored curly haired gentlecolt who was sitting with them, "who as we all know has such a high influence with the papers, a good review will be published and more ponies will come to see the mare, and more money will be placed in our pockets! See? Everypony wins!"

Blueblood gave a glare to his friend, but then a smile spread across his face. "Indeed, you are right Hoity Toity," he said, raising his glass. "To Fleur de Lis and the money she will bring to us all…was I not right to encourage you to invest with the Opera?"

The stallions chuckled. "Indeed, except for poor Caesar, who only goes because his wife insists!"

Caesar gave the others a glare. "How else am I to convince Lyra that I'm not going out every night to be with my mistress? I swear the mare has spies following me!"

"Oh who gives a damn what the mare thinks," Hoity Toity grumbled. "It's your own bloody fault that you got married in the first place!"

"I needed an heir!" Caesar defended.

"Don't we all?" Black Marble added. "Yet you don't hear the rest of us who are married complaining. Why? Because we know who is the head of our households, and it's not our bloody wives!" several other stallions cheered to Black Marble's words and lifted their glasses in a toast.

"Too true," Hoity Toity added, lighting another cigar. "Really Caesar, the next thing you're going to tell us that she insists that you actually give her pleasure when you're bucking her!"

"If she lets you," Black Marble added. The stallions burst out laughing while Caesar turned a bright red.

"Leave the stallion alone," Blueblood interjected, although he had been laughing along with the others. "The point of a mistress is so that you don't have to sleep with your wife! And Caesar is the only one who's future is secure with at least two heirs."

"Legitimate heirs," Caesar grumbled.

"Here, here," Black Marble chuckled.

"Speaking of mistresses," Hoity Toity commented, "How does it go with the dried up soprano?"

Blueblood was sipping his brandy when he heard the words. He glared from the rim of his glass at his friend, but forced a polite smile. "She still serves her purposes," he simply said. "And you good stallion? Still pursuing young male falsettos?"

Hoity Toity turned a deep shade of red while the other stallions burst out laughing. Blueblood couldn't help but grin wickedly.

"Come now Hoity Toity," he muttered with a cigar between his lips. "We are all friends, are we not?"

Hoity Toity forced a smile at the Prince. "Actually, I have met a delicious dance mare by the name of Applejacqueline. Very beautiful for a dancer, and has a mouth like you wouldn't believe…not to mention a throat…"

The others were leaning in close, practically drooling at the stallion's words. "And she tells me Blueblood, that you've been seen attempting to…seduce the new costume mare?"

The other stallions turned to the Prince with surprised looks. "A costume mare? Blueblood, I distinctly remember you saying how the lowest a stallion could sink was with a chorus mare…but a costume mare? What has bucking Fleur done to you?"

Before Blueblood could speak, Hoity Toity continued. "Not only has he been seen attempting to lure this mare to his bed-"  
"-or lounge," Caesar chuckled.

"But it seems that…could it be…the costume mare has spurned you?"

The others stared in horror. "Blueblood…if a mere costume mare spurns you…there's no hope for the rest of us."

"She did not SPURN me!" Blueblood growled, chewing on his cigar. "And I will have that mare…and if you had seen this mare, you'd understand why she's worth the pursuit! Luscious curves, an ample bottom that's never felt anything other than the fabric of her undergarments…not to mention nimble little hooves that could grip anything hard and thick…"

Now the stallions were drooling at Blueblood's description. Hoity Toity snorted with disgust, causing the trance to break.

"Point being that you haven't succeeded in bedding her," he grumbled. "Now, if you'll excuse me gentlecolts, I am meeting the delectable Applejacqueline who is going to introduce me to one of her dear little friends, and the three of us are going to go back to my apartment for a private party, while you sorry lot sit here and smoke cigars with one another. Good evening," he said, before tipping his hat and heading towards the door.

Yet the second Hoity Toity reached it, an old stallion, looking frantic, burst inside, crying the Princes's name. "Prince Blueblood? I'm looking for the Prince? Have you seen him? Anypony? Please!"

Hoity Toity looked at Blueblood from across the room, and Blueblood rose to his hooves, locking eyes with his friend before looking at the muddy old stallion. "Please! I have to find him! He can help me, I know it! I-MONSIEUR PRINCE!" Time Turner rushed to Blueblood's side and practically fell to his knees. "Monsieur, you must help me! Please! He has her! He's taken her! WE MUST GET THE POLICE AT ONCE!"

"Who are you?" Blueblood asked in disgust, moving away from the lunatic that had fallen at his hooves.

Time Turner glanced up, surprised by the Prince's words, not to mention his tone. Yet he was covered in mud and dirt, he was probably unrecognizable. "Why it's me monsieur, the violinist? Monsieur Time Turner? You once complimented me on my playing."

"Did I?" Blueblood asked, lifting an eyebrow. "I confess, I do not remember speaking to somepony like you…but then the Opera House is filled with many…" he looked Time Turner up and down before removing his scented handkerchief and lifting it to his nose. "Anyway, why do you come here sir, interrupting the merriment of my club in such a distressed state?"

"HE HAS HER MONSIEUR! WE MUST SAVE HER! PLEASE!" Time Turner was gripping the Prince's evening coat, holding on for dear life, praying that this stallion would believe him.

The Prince was overwhelmed by the stench the stallion was in, and managed to push the feeble old stallion off him, coughing at the smell. "Remove him from here," he muttered to some of the staff who had come to see what the commotion was all about.

"NO! Monsieur, my daughter is Fluttershy! The costume mare! You have spoken with her, on several occasions, am I not correct? Please! You must help me get her back!"

"Come on old fool!" one of the staff members grumbled, dragging Time Turner away.

Blueblood rolled his eyes. "Get her back from whom?"

"THE PHANTOM! THE PHANTOM OF THE OPERA!"

There was a brief moment of silence, before the whole room burst into laughter. Everyone save for the Prince. He hated talk about the Phantom. It was a myth that was created by Cranky Doodle Donkey, but he hated how it continued to live on, and how there were those that felt it necessary to make the myth seem real by sending threats and demands, not to mention the hysteria several ponies at the Opera House had over the silly ghost stories.

"Get him out of here," Blueblood growled, before sitting back down at his table and taking a long drink from his glass.

"NO! MONSIEUR, PLEASE! HE HAS HER! WE MUST SAVE HER!"

"Your daughter probably ran off with a stage hoof to offer him her so-called virginity. I mean what can one except from a costume mare?" Raoul's comment was greeted by hysterical laughter, and Time Turner stared in horror at the Prince as he was dragged away and thrown out onto the street.

"STAY OUT!" they shouted at him, before slamming the door in his face.

Time Turner stared at the closed doors, the horrible words ringing in his ears. The one pony who he thought cared for his daughter was a cad…and he was truly alone. The managers wouldn't see him, no one would let him back inside the Opera House, and now its most powerful patron had abandoned him as well…not mention had turned out to be snake.

"I'll go to the police myself!" Time Turner said with determination. "I have to save her…I must!"

Madame Luna had waited till the theater was practically empty, save for a few stage hooves that were cleaning up. She had urged Twilight to go home with several friends and explained she had some important matters to discuss with the managers. Now that she was alone, she made her way towards the secret door that she always used to gain access to the secret labyrinth of the Phantom. Yet the door was locked. It had never been locked before, it was a secret passage that only she and Discord knew how to open! And only Discord had the power to lock it…

"Good evening madam," Discord greeted coldly as always.

Madame Luna whirled around, staring at the shadows in front of her, before seeing the tall masked figure image from the darkness. "Discord! W-w-what are you doing up here!"

"I may feel free to move about my theater however I please," he explained, before extending an envelope to the mare. "Here is a note I wish you to give to my dear managers. It's rather thick…due to all the corrections they need to make before the next performance."

Madame Luna stared up at Discord, his face always unreadable, mask or no mask. "Perhaps the performance would have been better if a certain violinist was present."

Discord snorted. "I highly doubt it…that harpy can butcher anything, from a simple scale of notes to the most beautiful opera composed. No violin solo would have saved the evening."

"Where is he Discord?" Madame Luna asked, feeling her body shake with fury. She hated these games, he only said such things to prolong the agony, like a cat that had caught a mouse, but was merely playing with it before killing the wretched creature.

Discord had been pacing when the conversation began, yet now stood frozen, his amber eyes catching the dance mistress'. "You know my rules," he growled.

"Discord, please! He didn't mean you any harm, and you know it! He's an old stallion, he's barely been here long enough to know anything about you! He-"

"THEN IT WAS HIGH TIME HE FOUND OUT!" the Phantom barked, retreating to the shadows, his cape billowing behind him. Yet he had not gone. Madame Luna could still hear his breathing, could still feel his presence in the small space.

"Is he dead?" she asked, her voice heavy with weariness. How could she approach Fluttershy with such news? "Discord?"

"You know my rules, madam."

"DAMN YOUR RULES DISCORD! IS THE STALLION DEAD?" she had had enough of this nonsense.

There was a long pause, so long that Madame Luna wasn't sure if he was still there or not. Discord had the uncanny ability to move about like…well, for lack of better words, a ghost. Unseen, unheard, yet very present.

Finally, the silence was broken. "You forget yourself madam," he hissed from the shadows. "You forget that I allow you to enter my world. You forget that you are a guest…and you forget that I have the power to control whether those booby traps that you pass so easily go off or not. I do not take orders from you…and I do not answer questions unless I wish to."

Madame Luna felt a cold shiver run up and down her body. Was he declaring her an enemy like all the others? The last thing the Opera House needed was a war, and she knew that if Discord's madness was driven beyond the point of no return, a war was what would happen. The ghastly things he was doing right now were by no means the crescendo of his fiendishness.

"Leave madam," Discord whispered; the harshness of his voice was somewhat less, but the coldness remained very present. "Go home and rest. The dance has much to work on before the next opera."

Madame Luna's face tightened into one of anger. How dare he tell her how to properly run a ballet company! She was a dancer, not he! "Stick to your compositions Discord," she hissed. "I do not tell you how to write music, do not tell me how to train my dancers."

Discord found himself taken aback by her words. "This is my theater madam, I run things here!" the rage was boiling in his voice. "And you shall deliver that note-"

"DELIVER IT YOURSELF!" she shouted, throwing the note on the floor and stomping on it with her boot. "I am done playing your messenger," she hissed to the shadows. She turned on her heel then and began to stalk off, her black skirts billowing behind her.

"HOW DARE YOU-"

"NO!" she cried out, wheeling around. "How dare you! How dare you threaten an innocent old stallion, how dare you commit heartless murders, how dare you patronize my years of extensive research and training in the art of dance!" she had never felt such fury. "You know something Discord…I am sorry that the world turned its back on you because of your face and what you are. I'm sorry that the world spat at you, that the world denied you, that the world caged you and then laughed at you and called you names. But how you are perceived now is your own responsibility! You control the monster, not the world! The way you show no compassion for anyone or anything! The way you threaten others, the way you…you use mares for whatever lusts you crave! And the way you talk…how this is your theater, how these are your rules! Do you have any idea who you are sounding like?" There was a long silence. She took a deep breath, not sure if he were still there or not, but knew she had to say it. "I see no difference Discord…no difference whatsoever between yourself and Prince Blueblood!" With that, she turned and picked up her skirts and ran, not looking back, not once.

Discord was in the shadows, he had not gone. He had stayed that whole time, listening to her words, wanting to lash out, wanting to scream, but he was frozen. Did he breathe? Did his heart beat? Did he have a heart?

What did she mean by that? No difference between himself and the Prince…there were PLENTY of differences! Discord appreciated music, all the Prince cared about was money! The Prince was this blonde Apollo figure, while Discord was more like the disfigured Hephaestus. Yes, Discord paid for mares to…but he did not leave them pregnant and ruin their promising careers! He groaned and stamped his cloven feet, damning his uncontrollable lusts for flesh, damning all that the world had done to him! He couldn't go out into the world! He had been put into a carnival freak show! His own mother had abandoned him as a child! What else could he do? He had no choice but to go into hiding, and if no one else was going to care for the Opera House, for the art of music, then he had to! He looked like a monster, but he was not like the Prince, he wasn't…he wasn't…he…he…

"AAAAAAAAAAAAHHHHHH!" in a roar of rage, Discord headed down one of his many passageways, down to his labyrinth, down to his hell, down to his sanctuary! And while he fled, he remembered the mare, remembered the body that he found himself lusting for when he first saw her there in the cavern, her fiery spirit shining like a beacon in her wild blue eyes.

And he had never been more disgusted with himself. He actually thought himself above the Prince, but he realized that by doing what he intended, by turning the mare into an unwilling sexual slave for his own pleasure…

Madame Luna was right, damn it! He was no different than the Prince!

He shouldn't go to her; he should leave her where she was and not have anything to do with her! He could release her like her father, send her away, be sure the Opera House would not take her back, get rid of her as he got rid of the old stallion and never be plagued by her beauty again! That would make him different from the Prince!

Yet despite these thoughts he found himself running, flying it seemed, through the dark tunnels, through the dimly lit chambers, past rocks, past the underground lake, past deeply cut pits that he truly believed led to hell itself. He flew to the area of his world where he knew she was kept, and he did not stop till he reached the cavern.

It was quiet. Too quiet.

He listened, but he couldn't hear the sound of her breathing.

He swiftly approached the cage, not caring if she screamed, just having to see her, not sure why, but feeling the need to simply look at her face, look into her sky-colored eyes and somehow, find something in them that resembled what part of humanity he had, that did not reflect the Prince, but reflected his own monster, that reflected himself.

He gripped the bars, unsure what to say. What was her name? He had heard the dance mares say it often…Flattershy? Flittershy? FLUTTERSHY! Yes! But should he reveal that he knew her name? Did it matter? He simply wanted to look at her! Her sleeping form would suffice, anything, just…

He froze.

On the ground, inside the cage, lay a blanket and several costumes that had fallen from the hangers they had been hung on. He didn't have to peer inside to see what had happened. He already knew, for on the ground, shining dimly from the torch light lay a glistening hair pin.

And next to the pin, was an open door.

* * *

_**Hero**_

Empty.

The cage was empty.

She was gone. She had promised to take her father's place, and now she was gone.

He felt like a fool. He had actually felt sorry for her! Felt sorry for taking her prisoner, for frightening her, and for the threats he had made. And he had flown to this cage, hoping that somehow he could find some thread of humanity within him by simply looking at her.

And she had abandoned him.

"RAINBOW DASH! SHORTROUND! RARITY!"

Within moments, the others arrived, looking frantic and worried when they saw their master, his whole body rigid with fury.

"The mare is gone…" he growled.

Rarity gasped and looked at the cage, seeing the open door. She should have stayed, she shouldn't have left, the poor filly. She blamed herself completely for this.

"She's out?" Rainbow Dash sputtered, her body beginning to tremble. "She'll tell…she'll…she'll tell the others…they'll…they'll be down here after us!" her voice broke into hysterics. In two strides Discord had Rainbow Dash by the back of the neck and slapped the mare so hard, she would have stumbled backward had not Discord been holding her upright.

"FIND HER!" he hissed. "She will not tell anyone…find her NOW!"

Shortround and Rainbow Dash turned and left the cavern as quickly as they had arrived. Rarity was holding a hoof to her mouth, looking frightened and worried. "She'll get herself killed Master…she does not know these tunnels like us! She'll-"

"Fetch Derpy and look for her…" he growled, turning his back on the little mare.

"But Master-"

"DO AS I SAY!" he roared, turning abruptly, his amber eyes wild with rage. The mare squealed and ran away, calling for Derpy as she went. Discord felt his body sag, like a weight had been lifted. The rage of the moment had passed, but only momentarily. He needed to quench his fury, and there was only one way that he could turn his anger into art; turn his madness into beauty.

He raced to his private cavern, the place where he kept his beloved organ, and once there, threw off his cape, his hat, even his dress coat, and seated himself at the bench, sweat dripping down his forehead, his heart pumping wildly, as he drew the score to the music stand. His leather-gloved claws moved over the familiar keys, and without looking down, he began to play. The song was his own composition, one he wrote during a very bad mood, and it was a song that could either soothe the rage he felt…or kindle it to wildfire.

The only good thing about emotions was the artistic drive they gave for his compositions. He played passionately, his claw and paw large and rough, yet so skilled and quick, moving over the keys like a harsh caress. He pounded on them harder as he felt the fury grow more and more in his blood. He played faster, his whole body shaking with each note, the organ causing the ceiling and walls to tremble. His body was tense, rigid, every muscle rippling in his back, shoulders, and arms, and yet he continued to play, not caring for the pain he could feel, or the blood that dripped from his blistered claw and paw.

In a tiny corner of the dark room, Fluttershy lifted her head from behind a stone pony she had been using as a hiding place. Once she had escaped her prison, her joy was short lived, for she realized all too soon that her true prison was this underground labyrinth of rock and shadow. She moved quietly through the stone caverns so as not to attract attention from the Phantom's servants. There had to be a way out, if she could find the way in which she had come…but then strange things began to happen. She had turned a corner, decided it was the wrong way, and upon turning around, found the way she had come blocked off. When or how this happened she was unsure, but she realized that she was in far greater danger outside of the cage than in it.

She continued on her unknown journey, her hooves the only thing that guided her, for she had no lamp and there was no light in these tunnels. She heard voices overhead, and then she heard the furious scream of the Phantom; he had just learned of her escape. She had to hurry.

She moved as quickly as possible, her hooves stretched out and unsure, but she continued moving. Several times she stumbled and fell, feeling her skirts ripping, but not caring, forcing herself up and moving onward. Then, up ahead, she saw light. It was dim, but it was still light. She moved towards it, faster and faster, gasping as she felt her leg cut against something sharp. She bit her lip and held back the painful cry, especially as she realized her leg was bleeding somewhat. But she continued, and finally, she reached the dimly lit place, and found herself staring in wonder at her new surroundings.

It was a large cavern, bigger than some of the others she had seen. There were lush Persian rugs on the ground, silver candle operas, and vibrate medieval tapestries that hung from the walls. There were mahogany chairs and tables, covered with musical instruments and piles upon piles of parchment. She looked at one pile, and realized that it was a musical score. No…an opera! One that she had never heard of…Don Juan Triumphant.

A breeze rushed through the cavern and made a soft howling sound. She looked up to see what caused the sound and gasped loudly at the sight of the magnificent pipe organ that seemed imbedded with the rock. She began to approach it, but then heard a noise…like footsteps…in the distance.

Somepony was coming. Or worse, he was coming. She had to hide. Somewhere, anywhere! She saw a curtained area off to her left and dashed for it, flinging the curtains open, looking for a place to hide, but finding instead…a bedroom? Yes, a large mahogany bed that looked as if it belonged to a Middle Eastern sheik. It was covered with soft sheer veils, large purple and scarlet gold-trimmed pillows, and a lush blanket that looked like velvet and silk combined. Was this the Phantom's bedchamber? It reminded her of something she had read in a gothic romance, but all thoughts of such things vanished when she heard the footsteps quickly approaching. She could not hide here, what if he came in? Her only other option was behind a large stone pony that filled a tiny corner at the far end of the organ room. And so she hid, and she waited, and she held her breath as the raging Phantom entered the chamber, throwing off some of his garments, and began to play most passionately at the organ.

She bit her lip as she watched him. The way he played…as if he was tortured by something. She had never seen anypony play with such passion, or with such fury. She should be afraid, yet she wasn't…she was intrigued.

The haunting music sounded familiar in some way to her, like she had heard it before in a dream. She found herself being drawn from her hiding place, rising slowly and softly from the shadows and stepping into the soft candlelight. He had his back to her; the emotion in which he played had all his attention, she even wondered if he could hear her. She knew that the others would be looking for her, yet she believed she had a better chance of escaping with them in pursuit than with the Phantom. This was her chance. She could slip out, unnoticed, and seek an exit. She would find something, she was sure of it. She just had to do it before he realized she was behind him.

But a different voice gnawed at her. He had imprisoned her father, threatened to kill him, threatened her own life, and placed her in a cage. He was cruel, a villainous fiend that was more of a monster than any kind of pony. And perhaps because he was a living being and not a ghost, was what made him so monstrous.

And she should seek out her revenge.

That was what the voice was telling her. What was he? Why does he wear a mask? Why does he live beneath the Opera House? What is his secret? She wanted to know, and had a feeling that by removing his mask, she would learn it. It all lay there, the answer to all her questions, beneath that mask, and all she had to do was reach out and grab it. He wouldn't know; he didn't know that she was there right now, and before he realized what had happened, she would have her revenge. Revenge for holding her prisoner, revenge for harming her father, revenge for all those other people who had lost their lives to the Phantom's wrath.

Four steps. She was four steps away from him. Four…three…

No! Just run and leave!

Two steps. She was only two steps away. His body was slumped over the organ, every muscle tense, every fiber of his being locked with the music. And yet he was still unaware that she was behind him.

Leave Fluttershy! Leave now! Don't do this, you'll regret it!

One step. She was only one step away. She could easily reach out and grab the mask…one tiny step was all it took.

You should have run…you'll never escape now.

Discord was lost in the music. The song had changed from the furious sound in which it had begun to a lonely melody filled with both passion and despair. A song of longing, a song of need; a song that was his autobiography. He played with such emotion that it wasn't until he began to feel the breeze against his deformed cheek that he saw the shadow in the candlelight behind him and noticed the curtain to his bedchamber was fully open, with a small trail of blood on the floor.

And then he felt nothing.

His mask was gone. His face exposed. The cold air hit it like a knife, and he stumbled backwards at the shock of it.

Fluttershy stumbled back too, shocked at what had just happened. Without even thinking, she had reached out and grabbed a hold of his mask and now held it in her small hooves. The Phantom sprang to life from his musical enchantment and whirled around to face her, his amber eyes wild and filled with shock, fear, and rage. Rage most especially.

"YOU!" he shouted, his paw flying to his face to cover his exposure.

But it was too late. She had seen it.

Fluttershy stared, her eyes wide in horror. Her mouth fell open, as if wanting to scream, but no sound came out. She stared at the sight of his misshapen deformity and felt her stomach tie up in knots, felt her knees go weak, and felt her head become light. The side of his face that she had unmasked was a mirror opposite to the other. His "normal" side was rough-skinned with a strong jaw line, like any pony who was a workpony. But the other…the skin was pulled over bones that seemed to want to poke through it. A part of his cheek was sunken in, almost looking skeletal, and several large deep red scars stretched out over the sunken flesh, looking like blood spots. His dark hair that fell across his face hid a nasty scar that looked as if someone had hit him with a rock and the wound had never healed, as if a part of his skull was missing, and only had hair growing over it. And his nose; on one side it looked like any nose would, perfectly sloped, but on the other, the slope of the nose stopped altogether, the nostril sunken in somewhat. His lip curled upward, exposing a few teeth in the corner, and a small pile of baggy flesh, that should have been where his cheek was, settled over the eyebrow. She had never seen anyone like this. She had never imagined anyone like this.

"YOU LITTLE WITCH!"

Fluttershy stared up at the Phantom as he advanced upon her, his paw still tightly clamped to his face. "DO YOU REALIZE WHAT YOU HAVE DONE!"

Fluttershy backed away, her body trembling as he advanced. She hadn't realized how he towered over her. He could easily crush her in two by just wrapping his slim body around her…and she had a feeling he wanted too. "DON'T JUST STAND THERE! SPEAK YOU LITTLE VIPER!"

Fluttershy trembled and cowered, backing up more and more as he closed in. She couldn't speak, all she could do was stare and damn herself for her foolishness. Her hooves were shaking so that she dropped the mask, but in lightening speed, he reached out and grabbed it before it hit the ground. Just as quickly, he placed it back on his face, which calmed him somewhat, but his rage was still kindling. "Why…didn't you tell me…" he growled, "…that you wanted to see the PHANTOM!" he roared.

Fluttershy squealed as he threw his arms out, grabbing hold of a table and throwing to the ground. "I…I…" she stammered.

"WHAT?" he roared again, grabbing hold of a chair and throwing it against the wall, causing it to splinter and crumble apart.

"I…I'm s-s-s-sorry…" she barely whispered.

"SORRY? YOU'RE SORRY?" he bellowed, causing the ceiling to shake. "YOU'RE ONLY SORRY THAT YOU SAW WHAT YOU SAW!" he accused, to which he threw another chair across the room.

Fluttershy cried out and turned on her heel to flee. As she did so she could hear the Phantom's thunderous voice shout, "GET OUT! GET OUT!"

She ran; ran through the darkness, not caring what she encountered along the way, just having to leave. She gasped when she felt something hard, and almost screamed when she felt it move.

"GYSPY MARE!"

Fluttershy looked up to see Derpy grinning at her. "I f-f-found her!" she shouted down the tunnels. "She's h-h-h-here!"

Rarity was there in a matter of seconds. "My dear!" she panted. "Where h-have you been?" she asked while catching her breath. "We've b-b-been so w-worried!"

Fluttershy looked back and forth between the two figures, and then just over Derpy's shoulder to see Shortround and Rainbow Dash come into view. Behind them she saw…sky? Was it her imagination? No! Shortround and Rainbow Dash had just come from outside! They were shutting a door behind them!

"Derpy!" Shortround cried. "Did you just say you found her?"

"Yes!" she cried out joyfully. "S-s-she's h-here! She's-"

Fluttershy pushed past them and bolted for the door where the other two figures had just emerged. The others were so shocked that they didn't have time to react. "WAIT!" Rarity cried out. "WHERE ARE YOU GOING?" But Fluttershy didn't look back, she just ran as fast as she could, through the door and out into the Maris night.

They may pursue her, she was unsure, so she didn't look back. She was free! But she would not relax, she continued running, down long dark allies and past old crumbling buildings. There was no moon, no stars; Fluttershy could smell rain in the air. Yet she continued running, happy for the dim lit lamps of the Maris streets, happy for the air and wind that was hitting her face. She had no idea where she was, or where exactly she was heading. Maris was still very new to her, and at night, she couldn't tell what street was what, but she ran till her sides throbbed and she was gasping for air. She found herself lost in one of the many back allies of the city, one with a dead end and no indication of where she was.

She knew she should turn around, turn and try to find a way home…or to the police at the very least to try and find her father, but the second she took a step, she cried out as pain shot through her leg. She remembered how she had cut her leg back in the tunnel, and gasped as she saw the trail of blood she had left behind her. She bent down and ripped off a scrap of fabric from her already torn dress and proceeded to dab at the wound and bind it. She winced with pain as tied the knot of her homemade bandage, but all thoughts of pain disappeared when a voice spoke over her.

"Well, well, well…hello pretty thing."

Fluttershy bolted upright at the voice, seeing three large burly looking ponies standing before her, all smelling of alcohol, cigarettes, and vomit. It was enough to make Fluttershy gag. "Been a long time since I've had a mare," one of the stallions remarked. He had a large gut that hung over his trousers and his clothes reeked of sweat and urine. It was understandable why a mare hadn't gone near him for quite some time.

"Come with us pretty," another stallion belched, reaching out for her. Fluttershy stepped back, lifting her eyes skyward and wondering why all these horrible things were occurring in one night. The stallion burped again and took a few more steps towards her. "Come on, we can go somewhere quiet…we'll pay you well."

The other two snickered at the comment, while Fluttershy stared wide eyed at them. They thought her a prostitute? She knew she was dirty and her dress was torn, but she did not think she looked like a lady of the night from that alone!

"I'm not for sale," Fluttershy hissed. Unfortunately they were blocking the only way out of the ally and when the three of them stood side by side, it was like standing in front of a brick wall. She was trapped and she knew it…she just couldn't show that she knew it.

One of the stallions frowned at her statement. "Our money is just as good as any other ponies," he grumbled. "Come on…been a long night, and we want some company."

"No," Fluttershy stated again, her jaw set, her eyes steady, while her mind was screaming for help. She could pretend to be what they thought she was, pretend so that they would let her pass, thinking she was leading them back to her bordello, and then make a run for it. She was sure she could outrun three drunken over-weight louts, but her leg wouldn't carry her far, the very idea of running caused it to throb with pain. Also, from the look of these ponies, Fluttershy had a feeling they could care less of where everything took place. They probably expected her to service them right there in that ally, which would explain the mud on their clothes and the stench of urine that perfumed them. While they may not be able to run fast, she knew they could still be dangerous and she had to play things very carefully.

"No?" one of them growled. "Why not? You saying that Cranky Doodle Donkey ain't good enough for you?"

Cranky Doodle Donkey…why did that name sound so familiar? She looked closer and realized that the pony speaking was no pony at all, but a donkey. Suddenly, he lunged for her and Fluttershy easily twirled out of his reach, and then it all dawned on her. This was the same donkey that had lunged at her back stage at the Opera House on that first day! And apparently Cranky hadn't forgotten the incident either, for his eyes went wide with realization after he recovered himself from his unsuccessful attempt of grabbing the mare.

"You…" he whispered, looking at Fluttershy, the realization dawning more and more. There was a wild look in his eyes and Fluttershy swallowed a growing lump in her throat. No amount of twirling would help her for long. "You…you cost me my job," he accused.

Fluttershy stood with her chin up. "You cost yourself your own job, all I did was step out of the waAAAAAAAAAAAAAAAAY!" She cried out as suddenly a stallion lunged at her and caught her around the middle, holding her wriggling and struggling body against his over-grown beer gut.

"I got her Cranky! I have her! And…" he grunted as she continued struggling against him. "She's quite a hellcat, this one!" he laughed.

"LET ME GO AT ONCE!" she screamed. "RELEASE ME! HELP! HELP!"

"Cover her mouth with something!" Cranky hissed to the stallion holding her. "We don't want all of Maris coming!" Fluttershy continued screaming even after the stallion who had caught her placed a large disgusting hoof over her mouth. She gagged as she could smell and taste the filth from his body.

"You know this mare?" the third pony of the group asked Cranky. "She's not a prostitute?"

Cranky shrugged his shoulders. "All mares are whores, that's my motto in life. Whores to be used whenever you need one," he chuckled. Fluttershy's eyes narrowed with hate at the donkey's words. She kept wriggling and squirming against her captor who was now showing signs of struggle with holding onto her.

"God almighty, she's a hellcat!" the stallion who was holding her grunted. "Careful Cranky, she may lash out."

Cranky Doodle Donkey spit on the ground, a sign that he had no worries whatsoever. "Let's open this pretty package!" the other stallion cried out, reaching for Fluttershy's dress. Fluttershy struggled even harder when she realized the stallion's intentions.

"Ah!" cried out the one holding her. "Stop it!" he ordered, although she continued to struggle. "It felt nice having her delicious rump wriggle against me, but now it's hard to hold onto her!"

"Shut up," Cranky growled, and pushed the stallion out of the way. "I'll unwrap this flower…and I get her first."

"No fair!" protested his third companion. "The last time we had a mare, you had her first! She was too tired when she got to me!" Cranky simply grabbed the stallion by the collar of his shirt and glared at him. The stallion quickly relented. "Fine, you can have her first," he whimpered cowardly.

Fluttershy's eyes went wide when she saw the evil smirk on the former stagehoof as he reached out and much to her horror, grabbed both sides of her dress and ripped it apart, leaving her only in her corset and undergarments. She screamed in protest beneath the hoof that covered her mouth, not believing this was actually happening. She was better off with the Phantom.

"Mmmm…pretty," Cranky grinned, eyeing her body from behind the pale white fabric that covered her. His large grubby hoof reached out to touch her, and Fluttershy summoned up all her strength, before swinging her leg out and kicking him HARD in the groin, and then when he dropped to his knees, in the chin. The stallion holding her cried out Cranky's name, and at that point, Fluttershy bit down HARD on the stallion's hoof, causing him to yowl in pain. His blood dripped from her mouth, and she wriggled herself loose from his grip. Before the other stallion could advance upon her, Fluttershy pushed the now howling stallion towards the other, and the two ran into each other, causing them both to fall down. Without another look, she took off, wincing at the pain in her leg, but fighting through it, she just had to get out of the ally, she just-

"AAAAAH!" she screamed as she felt a something hit her ankle and knock her down to the muddy ground. Cranky Doodle Donkey, who was still gripping his balls in one hoof, had reached out and tripped her, succeeding in twisting it in just a way that would cause her to sprain herself. She would not be running now.

"You little BITCH!" he spat, his large body flopping on top of hers. "I'll teach you! I'll show you!" Fluttershy screamed and cried, her face now wet with tears as she could feel his dirty hooves reaching into her undergarments, seeking out her legs which she kept tightly shut. "You'll like this, I promise you that," he grinned wickedly, his disgusting mouth coming down on hers. Fluttershy was able to move her head away just in time, and she screamed as she felt his tongue and lips on her skin. She wriggled, squirmed, kicked, bit, scratched, whatever she could do to free herself. "Hold her down, damn it!" Cranky yelled to one of his friends. "And shut up!" he shouted, shaking Fluttershy roughly, before raising his arm to backhoof her.

Fluttershy prepared herself to feel the stinging fire spread across her cheek, but it never came. "WHAT THE HELL IS THAT?" Her eyes flew open at the sound of one of Cranky's friends whimpering in fear, and standing just over her, she saw the Phantom, gripping Cranky's arm in his large leather clad claw.

"I wouldn't, if I were you," he growled dangerously.

Cranky stared up at the dark being before him, his eyes wide in both horror and shock. He told the Phantom's tales to frighten the dance mares, but…he never truly believed the ghost stories. Yet now, as he gazed up at the . . . thing clad in black, with a cape billowing around its body, and its face covered in the shadows, save for the outline of a pale mask, he knew…he knew this was the infamous Phantom of the Opera. The Angel of Death himself.

The stallion who had his hoof bitten rose and with a shout charged at the Phantom, but he easily side stepped the stallion, who went headfirst into a pile of garbage. The other stallion rose and attacked, but Discord whirled around before lashing out with his leg, kicking the stallion in the gut, causing him to double-over, and then proceeding to elbow him hard in the spine.

With those two on the ground groaning in pain, Discord then turned his attention on Cranky Doodle Donkey, who was still on top of the costume mare. "If you release her now, I'll let you and your friends live…if you do not…well, you know the stories Doodle."

Cranky Doodle Donkey stared up at the Phantom, his mouth open but no sound coming forth. However, a grin slowly spread across his features as he saw one of his friends rise up slowly behind the Phantom, holding a long shard of wood in his hoof, aiming it at Discord's head. "I don't take orders from a masked freak," Cranky spat.

Discord sighed. "You just did a very stupid thing, monsieur."

Discord's senses were keen, like a wolf, and he bent just in time as the stallion swung at him with the wood. He kicked the stallion hard in the balls, then took the wood from his hooves and used it as a club against him, hitting him hard across the face with it. Cranky stared in horror and turned his attentions to his other friend who was still groaning on the ground. "DON'T JUST SIT THERE! FIGHT THE BASTARD!"

Fluttershy took this opportunity to bite down on his hoof, causing him to yowl in pain and remove his filthy body just somewhat off her. With all her strength, she kicked her knee up which made contact with Cranky's groin, before screaming at Discord, "BEHIND YOU!"

Discord whirled around at that second to escape the lunge caused by Cranky's other friend, who was holding a knife. The blade did however make contact with Discord's cape, tearing a large hole in it. He growled and grabbed hold of the stallion's hoof, twisting it till he dropped the blade. "I love this cape," he hissed, before kicking the stallion with his boot, sending him backwards into a wall.

Yet once again, as soon as he was done fighting one stallion, the other recovered and leapt to his hooves, attacking Discord again, this time throwing his whole body on top of the Phantom's. Discord was not prepared for this attack, and therefore taken by surprise by the burly stallion's strength. He winced, but did not cry out in pain as he felt the stallion punch his lower back. He threw his cape off then and wrapped it tightly around the stallion's head, causing him to throw blind punches in the air, to which Discord kicked the stallion hard in his left shin, before punching him even harder in the jaw.

Cranky was now recovered and grabbed Fluttershy by her hair, causing her to cry out painfully as he lifted her off the ground. "YOU!" he shouted at the Phantom. Discord turned around warily, seeing Cranky hold the mare tightly in one arm, while the other revealed a pistol to which he now held to her head.

Fluttershy who had been struggling stopped as she felt the cold metal of the pistol touch her temple. "DON'T TAKE ANOTHER STEP!" Cranky ordered, thrusting the pistol hard against Fluttershy. "OR I'LL BLOW HER BRAINS ALL ACROSS THIS ALLY!"

Discord did not say a word, he simply faced Cranky head on, his back to his other enemies, knowing he was vulnerable to whatever violence they wished to send his way. He stretched his arms out from his sides, revealing a sword that hung from his right hip. "PUT THAT ON THE GROUND!" Cranky ordered, indicating to Discord's sword. Discord did not make a move, but calmly, removed the sword and, with excruciating slowness, placed it on the ground.

What game was he playing? Fluttershy had a feeling he knew what he was doing, or at least she hoped he did. She wasn't sure what was going to happen to her, and she was surprised the Phantom had followed her all this way. Why was he risking his life for hers? She had unmasked and humiliated him, she would have thought that of all ponies, he would take pleasure to see her death. Well, after Fleur. But why was he doing this…did he truly want to save her life? Or did he simply want to kill these monsters now…and then her later?

"Now…" Cranky said, trying to sound calm, but anyone could tell he truly wasn't. "You don't move…you let me go…and I won't hurt the mare," he explained, backing down the ally with Fluttershy still held tightly to him.

"Let the mare go first," Discord ordered.

"SHE COMES WITH ME!" Cranky shouted, before quickly calming himself. "When I know you're not following me…then I'll release her…but right now, she comes with me."

"No," Discord whispered, shaking his head. "That's not how it works." Fluttershy gasped as she watched him take a step towards them.

"STOP RIGHT THERE OR I WILL SHOOT HER!"

Discord paused…and then took another step.

"I MEAN IT!"

Fluttershy squeezed her eyes shut, feeling the hot tears pierce her skin as they ran down her face.

"Why not point that gun at me Doodle?" Discord reasoned. "Killing me will actually solve all your problems."

Fluttershy's eyes flew open. Was he serious?

Cranky Doodle Donkey stared at the Phantom in shock. Discord took another step closer. "After all, it will answer that question of whether the Phantom of the Opera is truly a ghost…or a monster." He took another step. "And think of the fame, Doodle. The fame you'll receive as the donkey who killed the horrific Phantom." He took another step.

Cranky shook his head. "This mare means something to you!" he accused.

"Well she is amusing, after all you lost your job because of her."

"SHUT UP!" Cranky shouted, now aiming the pistol at Discord.

And that was what he wanted. In a flash, Discord's paw stomped down on top of the handle of the sword in which he laid on the ground, causing the blade to leap in the air, and before Doodle could react to what was happening, Discord gripped the sword and lashed out, cutting off Cranky's hoof that held the pistol, the blood spewing out like a fountain and splattering Cranky in the face.

"MY GOD!" he screamed, falling to the mud and gripping his lifeless bleeding arm to his body. "MY GOD!"

Fluttershy stared in shock at what had just happened, her own face and body splattered with Cranky's blood. She gasped when she saw Cranky's friends rise to their feet, each groaning in pain, each clutching the bleeding wounds on their bodies, but nothing they had compared to what Cranky was suffering. Discord turned immediately and lifted his sword at them. "Leave now," he growled. "I'm not normally this forgiving…in fact I never am…so I advise you to take this rare opportunity, and flee for your lives." he growled, before adding, "and don't bother coming back for your friend."

The two stallions didn't need to be told twice. They fled the ally with their tails between their legs, like the cowardly dogs that they were. Cranky was still wailing like a banshee on the ground. He reached out and grabbed his now dismembered hoof, cradling it like a mother would cradle a baby. He removed the pistol from the now lifeless hoof, and gazed up at Discord in rage. Suddenly, his sobs turned to a cry of fury and he lifted the pistol to Discord's head.

"NO!" Fluttershy screamed, grabbing Cranky Doodle Donkey's shirt sleeve with her teeth and tugging hard, causing him to reel back, but it was too late. The pistol had fired its shot.

Discord whirled around at the sound of Fluttershy's scream. When he saw what Doodle was doing, he wasted no time, took the sword and slashed at the former stagehoof's throat, causing his life's blood to spill out over chest. The pistol had been fired, but the bullet did not make the contact it had intended. Fluttershy quickly released the gurgling Cranky, stepping away as she watched him convulse and his life leave his body, till he lay still like a rock in the mud.

It was raining. Fluttershy wasn't sure when it had started, but her hair was sticking to her face and she could feel what was left of her clothes clinging to her body like paper. She lifted her eyes then to the Phantom, not sure what to say or do, but gasped when she saw him fall to his knees before her.

"Good God, w-w-what is it?" she asked, going to his side in an instant. She caught him before he crumbled to the ground, her arm going around him, trying to prop him up as best she could.

His breathing was heavy, ragged almost. He was groaning in pain, and…blood. There was blood on the white linen shirt he wore. She had thought it was Cranky Doodle Donkey's blood, but no…it was coming from somewhere on him!

She pushed back his shirt, gasping in horror at finding the source of the blood. The bullet hadn't missed him like she had thought. Cranky was aiming at the Phantom's head, but instead, the bullet had hit him in the chest, just below the shoulder. Fluttershy's clothes were soaked and caked with mud, they would do no good for a bandage. She then began to rip the sleeve off his shirt and pressed it against his chest. "You need to hold this there," she instructed. "Please…you need to hold this over your wound…you…monsieur? MONSIEUR!" His eyes had rolled back and he lay lifeless in her arms.

She wasted no time but bent her head over his chest. Yes, she could still hear a heartbeat, although it was very faint. She had no idea where she would be able to find a doctor; she wasn't even sure where she was! No, the only option was to take him back to the Opera House. True, she knew she was free and could run away from this place and pretend nothing had happened…but she refused to lower herself to such selfishness. She would not let a pony . . or whatever he was, who had risked his life for hers, die in the mud. She looked all around her and spotted several barrels of garbage lying on top of an old wheelbarrow. She pushed the barrels away and then used what strength she could to lift the Phantom onto the wheelbarrow. After she was sure he was secure, she draped his torn cape across his body, then proceeded to move him out of the ally and back to the Opera House. She only prayed that she would find it before her rescuer perished.

* * *

_**Plans**_

He was dead.

He had to be. He felt nothing; his body was lighter than air. All he could see was blackness, a thick blackness that enveloped his entire body.

And yet he could hear voices. Angels? No, he would never be in a place where there were angels. He had been abandoned long ago, and he wasn't sure if the devil would have him either.

Then he felt the pain. It shot through his body like lightening; a searing wrenching pain that caused him to hiss and groan in agony.

The voices that were mere murmurs came to a stop, then he heard the sound of hooves shuffling around him and felt something cold touch his forehead. He was alive? Impossible! And yet his eyes began to flutter ever so softly and he could see the dim candlelight shining through the darkness.

Where was he? He heard one voice...a strange voice, a mare's voice, call out to somepony. He felt a small soft hoof touch his arm, then move to his forehead to lift the cool object and brush it across his cheeks.

His cheeks! His face was exposed! His mask was gone!

Discord bolted upright to Fluttershy's great surprise, his eyes wide and crazed, his muscles tense, and his right paw quickly moving to cover his exposed cheek.

"WHERE'S MY MASK?"

"Calm down, please-"

"GIVE ME MY DAMN MASK! GIVE IT TO ME NOW!"

Fluttershy stood her ground despite every fiber of her being telling her to flee. She had seen the wrath of this creature, it was unlike anything she had ever experienced. He could kill her if he wished it, and she knew there was a delicate strand between sanity and madness with him. She was walking that strand and it was in danger of breaking.

"Please, you must lie down, the bandage is still fresh, it could break-"

Discord released his scarred face and grasped her arm in a powerful death-like grip. "Give...me...my...mask!" he hissed between each word, his amber eyes like molten lava, burning through her own.

He twisted her arm ever so slightly to show her he meant business. Fluttershy bit her lip in an attempt to show him she didn't feel the pain he was causing her. Reasoning was going to be impossible. "Shortround!" she called out. The stallion appeared from the other side of the room. He had retreated there when he heard Discord's angry command. "Give your master his mask," she told him.

Shortround looked at Fluttershy for a long moment then glanced at his master. A few hours ago Fluttershy had stormed through one of the Opera House's secret entrances with Discord bleeding in a wheelbarrow. She announced what had happened and that he needed medical attention right away. However, calling for a doctor was out of the question, as Fluttershy soon learned after Rainbow Dash fled down one of the dark passages and Derpy calmed down from her panicking. She and the others had to take things into their own hooves; remove the bullet, stitch up the wound, and somehow bring his fever down. To do this, his shirt and mask had to be removed. "It's alright Shortround," Fluttershy whispered.

Shortround shuffled forward and held the mask out to his master. Discord moved quickly, grabbing the mask and then shoving Shortround aside. "NEVER ALLOW THIS TO HAPPEN AGAIN!" he roared at the trembling man.

"There's no need for that!" Fluttershy shouted in Shortround's defense.

Discord turned to the mare, his eyes wide with shock at the tone of her voice. Who did she think she was? SHE WAS HIS PRISONER! SHE HAD NO RIGHT TO-

A burst of pain split through his chest and he found himself collapsing back against the plush Persian pillows on his bed. "See? You need to calm yourself or you're going to make it worse!" Fluttershy scolded, gently dabbing at the bandage which was beginning to seep blood again. "Shortround, find Rarity and tell her I need fresh bandages." The dwarf nodded his head and quickly shuffled his way out of the room.

Discord winced with pain and moved his paw to his chest. "W-w-w-what's...w-w-what's happened to me?"

Fluttershy bit her lip and gently brought a cool wet cloth to Discord's chest to dab at the blood. "You don't remember?"

Discord growled his frustration. "Now if I did, do you think I would be asking you such a question?" he barked, before hissing in a breath as the pain swept his chest again. "I...I remember you running away!" he groaned.

Fluttershy ignored his sarcasm. "You were shot-"

"What?" Discord stared at Fluttershy in disbelief. He had no memory of being shot! When did this happen? And then...slowly, like ripples in a pool, it came back to him. The ponies he fought in the ally, and the donkey, Cranky Doodle. He had the mare by the hair, threatening to kill her. He had a pistol, and Discord remembered "removing" the pistol from Doodle the only way he knew best. But everything after that...was darkness.

"He...he tried to kill you," Fluttershy explained, gently dabbing at the wound. "He missed just barely."

Discord groaned as she dabbed at the blood. "Seems to me he was right on target."

"You're very lucky," Fluttershy whispered. "The bullet didn't hit your lungs or your heart."

"Bravo to me," he muttered. "Perhaps it was not luck...simply the fact that Doodle is a very bad shot–AHHH!" he roared as she dabbed somewhat too roughly over his wound. "WHAT THE HELL DO YOU THINK YOU'RE DOING?"

Fluttershy jumped at the change of his tone, however her feelings towards the Phantom had changed since he first took her prisoner. Oh she despised him still, that had not changed, but her fear of him had melted, and now she found that he was not the fearsome creature he pretended to be, simply a spoiled creature who threw great tantrums when he did not have his way, be that with the opera itself, or anything. "I'm trying to help you," she hissed at him, feeling her patience waste away.

"Help me?" he asked menacingly. "I do not recall asking for your help...and it rather feels like you're trying TO KILL ME!" He collapsed back against the pillows as the pain seared through his body, sucking in sharp breaths and gritting his teeth.

"You need to lie still!" she ordered. "You already broke the previous stitches, and I've never sewn flesh together before, so they aren't the strongest. Please, just lie still." Discord watched her through narrow slits as he saw her prepare a needle, burning the tip in a candle flame before lacing thread through it.

"You will keep that thing away from me," he growled low and deep.

Fluttershy was not intimated at all. "Hold still; the sooner you let me do this, the sooner it will be over and I can leave you in peace."

She moved to pierce the area of the wound, but Discord would have none of it. He was wriggling away from her like a babe who didn't want his medicine, and when she finally was able to make contact, he gave a roar as he felt the needle prick his already painful wound. "GET YOUR HOOVES OFF ME!"

That was it; her patience was gone. He wanted a fight? He was going to get one. "Perhaps if you listened to me it wouldn't HURT!"

His eyes widened for a moment, shocked that not only had she raised her voice to him, but that she was not intimated by him at all. "Need I remind you..." he growled. "That if you had not run away...this whole thing would not have happened?"

Fluttershy's eyes went wide at his accusation. Was he truly blaming this whole ordeal on her? "Perhaps if you hadn't thrown a chair at my head I wouldn't have run away!" she snapped.

"WELL YOU SHOULDN'T HAVE BEEN IN MY CHAMBERS, LET ALONE REMOVE MY MASK!"

"DO NOT BLAME ME FOR THAT! THIS WHOLE THING COULD HAVE BEEN TRULY AVOIDED IF YOU HADN'T TAKEN ME PRISONER!"

"I WOULDN'T HAVE BEEN FORCED TO TAKE YOU PRISONER IF YOU HADN'T COME BELOW THE OPERA HOUSE IN THE FIRST PLACE!"

"Both of you stop it at once!"

Fluttershy and Discord turned to see Rarity standing in the entryway of the bedchamber, holding a basket full of bandages and clean scraps of cloth. Derpy stood just behind her, hovering in the shadows, holding a hoof over her mouth to keep from making a sound. It appeared she was trying to stifle some giggles.

"Honestly, the two of you, behaving like little fillies!" Rarity scolded, coming around Discord's bedside and handing the basket to Fluttershy, who was now a deep shade of red. Discord simply laid there, sulking and biting his lip as he felt Rarity tut at him before proceeding to sew up the wound that Fluttershy had begun. "There," she said with satisfaction after she finished her work. "That wasn't so hard now, was it?" she asked her master. Discord didn't say a word, he simply frowned heavenward.

"I'll dress the wound," Fluttershy whispered, removing a clean bandage from the basket. She glanced at Discord who's eyes continued to look elsewhere. What was he thinking? Was he embarrassed by this whole incident? After all, the infamous Phantom of the Opera now did not come across as frightening as he had before. Did he truly blame her for all this? Fluttershy quickly shook her head, wondering why she found herself caring about such things.

Rarity's voice broke Fluttershy's thoughts. "I'll make you some tea, Master, and perhaps some soup?"

"No, no tea and no soup!" Discord growled. "I'm not a filly to be coddled! Just...get out, all of you..."

Rarity rolled her eyes and turned, tugging on Derpy's hoof. Fluttershy moved to finish the bandage, but Discord began to fidget beneath her hooves. "I told you to leave, I want to be left alone!"

"I'll leave you as soon as I'm finished with this," she whispered, gathering any patience she could find.

Discord groaned and continued to sulk. "Why?" he finally asked.

Fluttershy was thrown by his question and looked at him, feeling extremely confused. "Why what?"

He groaned with exasperation. "Why are you doing this? Why did you bring me back here? If I recall, you had escaped, was that not your plan?" He didn't need an answer, he knew that was her intention. "You were free, and after the...incident, shall we say, you were still free...yet you brought me back here; why? I do not understand and I demand an answer!" he growled, pounding one of his paw and claw hard on the mattress.

Fluttershy sighed and eased herself away from him, the wound now properly dressed with a new clean bandage. "You saved my life," she whispered. "I was...simply returning the favor."

Discord rolled his eyes and made a sound of great disdain. "Do not flatter yourself my dear," he scoffed. "I am no prince and this is no fairy tale; I merely pursued you because I can't take the risk of you telling others about my lair. If it were just me, I wouldn't care...but it's not just me, there are others that depend on me to keep them safe, and I will not have some...country chit ruin our lives!"

His words did the trick; Fluttershy could tell that the sting of his tongue had indeed affected the costume mare. There were tears pooling in her eyes, he could see them shimmering in the candlelight, and for a brief moment, he felt the pangs of regret for what he had said. Somewhere, deep within his chest, he felt a pang squeeze at him and fill him with guilt. He shook his head, believing it to be his recent wound.

Fluttershy refused to cry before him; she was not going to show him that he had any power over her, especially her emotions. "I share your opinion sir," she said icily, lifting her chin in defiance. "Believe me, I had no 'romantic notions' with your so-called rescue; you are far from being a prince, monsieur," she spat. She rose to her hooves and quickly turned on her heel to leave the chamber at once.

"Just one moment!" he shouted.

Fluttershy didn't know why, but she stopped, her back facing him. "Explain to me why you felt the so-called need to remove my mask...again," he muttered. "Did you want a better look at the monster beneath? Had not your eyes received a good enough look earlier?"

His tone was dripping with sarcasm, and while she did not turn to see him, she could picture a smirk on his face. If she could see it, she would march over to him and slap it right off. "I had to remove your mask so I could tend to the fever that was raging within you," she explained. There was silence again between them, and once again, Discord felt that odd feeling stir within him. He opened his mouth to say something, but her words took him by surprise. "And the true reason I brought you back was the same reason in which you pursued me," she turned to face him, the tears once again shining in her eyes. "Your servants, if that is what they are to you, have been the only ones who have shown me any ounce of kindness or understanding since I've been brought here," she spat. "I know that they depend on you for their safety, and truly, it was them that filled my mind when I brought you back here," she lied. Here words held some truth, she had thought of the Phantom's servants, if that was what they were to him. Yet they were not the only ones that filled her head when she was rushing him back to the Opera House.

Discord felt the feeling in his chest harden to ice at her words. He didn't know why he was upset, but he was. "Do not think about trying to escape again," he warned. "You were lucky last time that you weren't killed in one of my tunnels."

Fluttershy lifted her chin once more before turning on her heel and leaving. "Say what you will...but I've already proven monsieur that no cage you create can hold me if I so wish it."

* * *

Blueblood was rubbing the bridge of his nose, preparing himself as his carriage slowly pulled up to the Maris Opera House. This was the last place he wanted to be.

His head was still pounding from the previous night's antics, and he knew once he set foot inside the damn place he would hear nothing but complaints and worries. It was customary, the day after an opera, for the managers to beg their most powerful patron to come and talk about the previous evening. Truth be told, the previous evening from a theatrical standpoint, had been a disaster. Blueblood was all too aware of this as several reviews in the morning paper did not feel the need to be tactful or kind. However, what did their reviews matter? The opening gala had been a success as far as he was concerned; the place had sold out, as were the next several operas. Besides, this was not the first time Fleur de Lis had performed badly, and still the tickets sold.

No, he knew all too well what would be on the managers lips the second they saw him, and his blood boiled at the very thought...

...the damn Phantom of the Opera.

Blueblood knew that ponies who worked in theater were a superstitious sort. He knew that before she performed,Fleur de Lis had a ritual she had to go through in order to prepare herself, even if it meant delaying the curtain from going up. Many of these superstitions were welcomed by the Prince; it was one way to lure unsuspecting dance and chorus mares into his bed. But this Phantom...of all the foolish things in the world to believe in...this Phantom irritated him beyond anything else.

For as long as Blueblood could remember, there were notes that the supposed Phantom had written, full of demands and directions for how the Opera House should be run. They were a complete joke of course, but they infuriated the Prince like nothing else. Why? Because Blueblood liked having complete control of everything in his life; his fortune, his mares, and his business ventures. The Opera House was one of his largest business ventures, and he would see it reach a success that no one thought possible. And that success would be entirely his own.

The so-called Phantom of the Opera represented someone who was outside his control, a nemesis that threatened the control he had over the Maris Opera House. How dare anyone else attempt to have power over his theater! Blueblood vowed that he would personally squash whoever was behind the mysterious "Phantom" notes like a roach beneath his boot.

"MONSIEUR BLUEBLOOD!" exclaimed both Flim and Flam as Blueblood entered their office. Just as he had suspected, they began to fill his ears with worries and concerns over the recent reviews in the morning papers, as well as inform him about the Phantom's threats and demands in their most recent letter.

Fleur de Lis was there as well, with Fancypants by her side attempting to win the heart she did not possess. She was too angry by the morning reviews to even attempt flirting with him. Blueblood knew that this would mean a much "longer" session in her dressing room in order to calm the vain prima donna down. What used to be pleasure was beginning to become a chore.

"AND THAT DAMN VIOLINIST! THIS IS ALL HIS FAULT! DID I NOT TELL YOU I NEED A VIOLIN TO PLAY BESIDE ME DURING THAT PARTICULAR SOLO? IT IS IMPOSSIBLE TO FOLLOW MY NOTES WITHOUT IT!" Fleur de Lis screamed at the managers, who simply stared at her wide-eyed.

"Senora, we tried to explain to you last night-"

"You two are idiots!" Fancypants snorted. "You run this theater do you not? You should have had a substitute at the very least for my beautiful Fleur de Lis-"

"Oh do shut up Fancypants!" Fleur de Lis screeched.

Blueblood rolled his eyes and removed the note from Flam's hoof and began to tear it up into little pieces, which caused the whole office to fall silent.

"D-d-do you think...t-t-that's wise monsieur?" Flam stammered, staring at the pieces of paper that fell to the floor.

"Flam," Blueblood groaned, "how many times have I told you both that THERE IS NO PHANTOM!" the two managers jumped from the Prince's sudden change of tone, which even surprised Blueblood himself, who normally kept a cool facade in his business matters. He ran a hoof through his blonde hair, smoothing it back and appearing calm and collected as he normally did. "From now on...we are going to treat these letters as they should have always been treated...as empty threats."

Flim paled at the Prince's words. "Empty threats? Monsieur, say what you will, but...well...strange things have occurred around here to...well...let us just say that it is not that difficult to believe that this place very well could be haunted-"

"Flim," Blueblood groaned, "you are a stallion in his prime, I believe you are a little old to be terrified of ghost stories." Flim turned a dark shade of pink before shutting his mouth and keeping it that way. Blueblood eyed both managers carefully to see that they would listen closely. "I want all letters by this supposed Phantom to be brought to me, and IGNORED, gentlecolts, from now on."

"But-"

"IGNORED, gentlecolts..." Blueblood repeated once more. The two managers glanced at one another and slowly nodded their heads in reluctant agreement.

Fleur de Lis rolled her eyes dramatically. "To hell with that! I need a new costume mare!"

Blueblood's attention changed immediately. "What do you mean, you need a new costume mare?" he demanded.

Fleur de Lis was shocked by his question at first, then pouted when she realized his sudden interest. "That mare I had before? I fired her!" she couldn't help but smile in triumph, especially as she watched Blueblood pale before her. That should teach him, she thought.

"WHAT?" Blueblood immediately calmed himself after taking a deep breath. Fleur de Lis stared at him with both shock and disgust. She knew all along that he wanted the little chit for his own "amusement". "Why did you fire her, my dear?" he knew he had to sweeten the mare. "Did she offend you my dear? Was she unkind to my star?"

That did some of the trick, for Fleur de Lis began to melt somewhat to his words. However, she kept a wary eye. "She struck me!" she pouted. "I have been able to cover up the bruise with powder, but...the ungrateful toad struck me! She is a violent little witch! I had to get rid of her!"

Blueblood had to summon all the will power he could in order to not burst out laughing at the thought of someone, especially someone as small as the costume mare, hitting Fleur de Lis hard enough that it would leave a bruise. That mare had done what he only dreamt about doing. "Well you did the right thing," he reassured the soprano, although he wanted to ring her neck for letting the beauty escape him. He was going to have her, one way or another, he had never failed in any conquest.

"Tell me, where is the mare now?" he inquired. Fleur de Lis, who was leaning against the Prince's chest and pretending to sob for the pains she had to go through in life, snapped her head up at Bluebloodl's words. However, before she opened her mouth to let out an ear-splitting shout, he quickly added, "I think any person that dares harm a lovely hair on your beautiful golden head should be locked away! The mare is obviously mad, not to mention jealous of course," Blueblood lied, smiling to himself at the success he was having on the prima donna. "Flim! Flam! How could you both hire such a hellion?" he angrily demanded.

Both managers were at a loss for words, but that didn't matter, he was determined to carry on his charade long enough to discover the whereabouts of the delicious costume mare. "I am going to pay a visit this very afternoon to her and demand that she not only apologize to our dear star, but also send her to the nearest asylum, where she should have been all this time!"

Fleur de Lis squealed happily and threw her arms around the handsome Prince. Fancypants snorted his disgust from a corner while Flim and Flam exchanged weary glances. "We...we do not know where Time Turner and his daughter live," they admitted. "You'll have to ask Madame Luna–she helped them find the flat."

Blueblood groaned at the thought of approaching Madame Luna with such a question, but it was the only way to learn where Fluttershy was. He left the office then in pursuit of the dance mistress, only discover her waiting for him just around the corner.

"Good morning monsieur," she greeted coldly.

"Madame Luna," he replied, just as coldly, with a slight nod of his head.

"I understand you wish to ask me a question?"

Blueblood stared at the mare in disbelief. Had she been eavesdropping? Before he could say anything she was already answering his question. "You will not find her at the apartment she and her father had occupied since coming to Maris. She is gone...most likely both she and her father have left Maris and are traveling back to the countryside." This was all a lie of course, Madame Luna had no idea where Fluttershy was. After the incident with Discord the night before, she raced to the Turner residence in hopes to find Fluttershy, but the mare was nowhere to be found. She had told Fluttershy to return home and wait for her, but the mare had not listened, or...

She did not want to think the alternative. Yet she was not going to reveal any of this to the Prince.

"I'm sorry monsieur, I'm afraid you...missed your opportunity."

Blueblood scowled at the mare. Of all the ponies in this company, she was the one he despised most of all. Once upon a time he had considered making her daughter one of his conquests, yet the mare proved to be a cobra waiting to snap; no mare, no matter how beautiful, was worth pursuing with such a mother.

"Thank you for your...information, madam," Blueblood replied through clipped lips. He gave a small bow then turned on his heel, not bothering to say anything further to either the managers or Fleur de Lis who were calling out to him as he walked out the doors of the Opera House.

He got into his carriage, barked for the driver to return him to his town house at once, and settled back for a long sulk. He wasn't entirely sure why, normally Blueblood did not upset himself over a mare this much. Maris was filled with beautiful mares, many who others had claimed to be utterly unattainable, but Blueblood had proved those voices wrong. Nothing had stopped him from a conquest, nothing. And the ones that proved to be difficult were not worth his time, such as the dance mistress' daughter. But this mare...it was becoming an obsession almost.

No mare...had ever refused him. He began to grind his teeth at the memory of Mademoiselle Fluttershy walking away from him after accusing him of grossly insulting her. The little wench! She should be grateful that a stallion like himself took notice of a penniless country-born ingrate on the verge of spinster-hood, like herself! No...he would have her, make no mistake about that. And he would have her, whether she came willingly to him or not.

The carriage pulled up to the Prince's fashionable town house, but his frown deepened when he saw a policepony waiting at the entrance. "Beg your pardon Monsieur Blueblood, but we have an urgent matter that we need to discuss with you right away."

Blueblood's already deep frown deepened even more. He did not want his servants spreading idle gossip about, nor did he wish to give this stallion the proper time he apparently wished to have in Blueblood's presence. So, Blueblood stepped back inside his carriage and invited the inspector inside.

"What do you want inspector?" Blueblood groaned, feeling a headache coming on.

"I am Chief Inspector Silverstar, and last night, an old stallion covered in dirt and smelling like sewage, stormed into one of our posts and started screaming about a monster kidnapping his one and only daughter."

Blueblood's brow furrowed at the inspector's tale. This was sounding strangely familiar to him. "Well, the stallion was obviously mad," Silverstar continued, "and we had no choice but to lock him away, at least for the night; after all, we could not have such a lunatic roaming the streets and upsetting people!"

"Quite right," Blueblood muttered. "I beg your pardon inspector, but do you mind explaining what any of this has to do with me?"

Silverstar sighed and nodded his head. "Well, you see monsieur, the stallion started raving that he had approached you last night! That he had gone into your club, and begged for your help! Then he started raving about how he was a violinist for the Maris Opera House, and that his daughter was a costume mare-"

"Costume mare?" Blueblood interrupted. Now he remembered.

Time Turner. The old stallion that burst into his club last night after Blueblood had already had several drinks, and hysterically started screaming about his daughter being kidnapped by the Phantom of the Opera. Utter nonsense of course...but it was a connection to the mare.

"Monsieur?" Blueblood shook his head and came back to the present when he realized Silverstar was talking to him. "Monsieur...do you know this stallion? Naturally I assumed he was simply crazed, but...our post received several complaints from that particular club about a homeless beggar upsetting several patrons, not to mention the owners. And...well, I just wanted to know, monsieur, if this was that stallion, and if you wished to file any complaints of your own."

Blueblood opened his mouth to speak, but then quickly closed it. A plan...a plan was brewing.

"You say...that the stallion is in your custody at the moment?"

Silverstar's brow furrowed with confusion, but he nodded his head. "Yes, we still have him in our custody. Outside of disturbing the peace, the stallion has committed no crime, however we plan to contact the nearest asylum and have him delivered-"

"No..." Blueblood interrupted. "Do not send him away...just yet."

"But monsieur, we can not hold him for a lengthy period of time, he belongs in an asylum! The stallion is clearly-"

"Insane? Yes, quite right," Blueblood muttered. "But...truth be, I know the stallion, yes, I know him."

Silverstar's eyes widened in amazement. "You do monsieur? You know who he is?"

"I know of him," Blueblood explained. "And...I know the stallion's daughter. Now, as you have obviously seen, the stallion is quite mad, his daughter has not been kidnapped by a monster...she is simply missing at the moment, nothing to worry about of course," Blueblood quickly explained before Silverstar could respond to this piece of news. "She is a fickle sort of mare...always scampering off with handsome stallions of large fortunes, no doubt hoping some stallion will see past her...disabilities, you know what I mean."

Silverstar simply snorted a reply.

"Now we can't have the stallion thrown into an asylum, at least not until the mare comes forward to claim him. However, we are unsure where she is...so allow me to offer my assistance in this matter."

Silverstar stared at the Prince with great confusion. "I beg your pardon monsieur?"

Blueblood could only grin, a wicked grin for the plot he was setting up. "I will find the mare, after all, she is attracted to single stallions of great wealth, it will only be a matter of time before she falls into my lap," he drawled. "And when I finally have her, I will then explain the horrid news of her mad father, and that if she does not claim him, the dear police will have no alternative but to send him away."

"But monsieur-"

"AND, inspector," Blueblood interceded. "I am prepared to make it worth your while..." The coachman appeared. "Tell my valet to contact my banker immediately...I wish to pay 150 franks in gold to the good Chief Inspector for his...pains." The coachcolt nodded his head and went to deliver the message at once.

Silverstar's mouth hung open in shock. "Monsieur Blueblood, I...I can not possibly-"

"This is simply a deposit, of course," Blueblood explained. "For every week that the stallion occupies your jail, I will pay another 100 franks in gold to you."

Silverstar was speechless. "And...then when you find the stallion's daughter, you will bring her here...and if she refuses to claim him..."

"I will see to it personally, that he is delivered to the asylum."

Blueblood grinned. Silverstar was sold, and the plot was sealed. Fluttershy would have no choice but to play along if she wanted her father back. Yes...she would prove to be a most...willing student to the art of lovemaking, if she truly wished to see her father again. It was all too perfect.

Silverstar stepped outside and bid farewell, leaving the pompous Prince to congratulate himself on a great victory. "I informed your valet," the coachcolt announced after the inspector left. "He is writing a letter as we speak to your banker and plans to deliver it this very afternoon."

"Good," Blueblood said with great satisfaction. "In fact, I feel like celebrating...the best kind of celebrating...take me to Madame Sapphire's, I think a few hours of cards, drink, and company, will turn this rather dull day into something memorable."

The coachcolt nodded his head and prepared to take the Prince to his favorite high-society brothel. However, before they set forth, the coachcolt, who knew his master extremely well and who had been listening to the entire conversation between the Prince and the inspector, asked, "begging your pardon monsieur, but...what if the mare does not respond as you hope? What...what if she truly has been kidnapped?"

Blueblood rolled his eyes. "She has not been kidnapped, especially from the so-called 'Phantom'," he groaned. "And she will come forth...oh she will...and when she does...I'll be waiting."

* * *

_**Stories**_

She was a vision; a vision in white with the sun gleaming behind her. He couldn't breathe; she was so beautiful.

She stood facing him, her face a blur, but the closer he came, the more he could see her face. It radiated light, warmth, beauty, and all the other things he yearned for but would never have. Her arms were stretched out to him, beckoning him to come to her. Her lips moved, but he could not hear her words.

He moved closer and closer, yet she still seemed far away. He gasped when the vision before him changed. The white flowing gown that she wore began to cling to her body...a beautiful delicious body from what he could tell; soft body, round hips, luscious thighs...he wanted her unlike anything he had ever wanted before. The vision was changing; the light disappeared and was replaced by rain. The rain was the cause for her gown to cling to her beautiful body. He then noticed that it was not a gown she wore...but a thin slip and corset, which deliciously displayed the flesh beneath. "My angel..." she whispered.

Angel? Him? Impossible, for in truth, she was the angel...yes, for nothing of this world could be so beautiful. But her smile disappeared; she began to shiver and her expression changed from one of happiness and desire to one of fear. Then her ear piercing scream filled his ears the same moment he heard the gun go off...

Discord awoke with a start, gasping and drenched in sweat. He looked wildly around him, searching frantically for familiarity and realized that he was in his own bed. It had been a dream...simply a dream. A throbbing pain spread throughout his chest and he glanced down at the bandage. Now he remembered everything...

"Master?" he glanced up at the voice that came from the entryway of his bedchamber. Rarity emerged, holding a small tray in her hooves. "Ah! I am pleased that you are awake!" she said with more cheerfulness than Discord could take. "I have brought you some soup to which I added a few herbs...special herbs that I believe will help with the pain."

He ignored her words and threw the blankets off. Rarity frowned at Discord's behavior. She gasped when she realized what he truly had in mind the second she saw him attempt to swing his legs over the edge of the bed. "What do you think you're doing?" she gasped, rushing over to stop him.

"Out of my way mare," he growled, hissing back the pain that was searing through him as he attempted to lean forward.

"Master, you are in no condition to be walking about!" Rarity scolded, attempting to stop him from going any further. "Please, you must lie back and relax! It's the only way we can be sure that you'll heal properly!"

Despite the pain that he was feeling, Discord refused to listen. "I…am…not staying…in this bed!" he groaned between jabs of pain. His feet touched the floor, but his legs could not even begin to hold him and he toppled back onto the bed. "DAMNATION!" he swore.

Rarity clucked her tongue and began to draw the blankets up to his chest again. "Master, you have no strength, you've been sleeping the whole day and have not eaten anything since the day before! You are in condition to be-"

"I KNOW VERY WELL WHAT MY CONDITION IS!" he roared, causing Rarity to practically topple over by the power of his voice. He regretted it instantly, as the pain split across his chest. "Please," he groaned, "I…I have an opera to run…"

"All in good time," Rarity grumbled, tucking him back in. This time his only protests came from his mouth. She was grateful he was not attempting to rise again.

"No, I…I must see to things, be sure that…those bloody managers are…are not ruining my theater!" he groaned.

"First things first," Rarity said matter of factly, bringing the tray of soup she had brought to his bedside. "You need to eat in order to regain any strength."

"Later."

"No, now," she insisted with an edge of force to her voice. She was the tiniest one out of all of them, but she was also a force to be reckoned with. "Come now Master, eat up."

She had taken the spoon and was leaning as close as she could with it to his mouth. Discord grumbled his disgust at her gesture. "I can feed myself!" he snapped before snatching the spoon from her hooves. "I may have been shot, but there is nothing wrong with my head!"

Rarity hid the grin that was threatening to spread across her features as she watched Discord gobble down his soup like a greedy filly, grumbling here and there while he ate. Yes, he would soon be back to his normal "charming" self. "The herbs will help," she happily whispered. "I have a whole pot brewing, and I intend to have you drain every last drop."

Discord grimaced. "If I am to be confined to this bed for a lengthy period of time, I at least think I have the right to compose, do you not agree?" he grumbled.

Rarity smiled slightly and went to fetch him some parchment and ink while he finished his soup. "There you are Master…and do not fret so, in a few days you'll be as good as new," she added warmly, pleased that he had drained the bowl as she had hoped. "I'll fetch you another bowl at once."

Discord said nothing; he simply put on a sulk. Rarity knew he was grateful for the soup and for the healing herbs especially, but she also knew that when Discord was in a mood, cordiality was the last thing to expect. He watched the little mare turn to leave, and then called out to her before she was gone.

"Where's the mare?"

Rarity paused, her back still to Discord. "You mean Fluttershy? For that is her-"

"Yes, yes, I know that is her name…this is my theater, is it not?" he muttered. "I know more about her than you may have thought…I know that she's the violinist's daughter, I know that she's from the country, I know that she's rather smart with a needle and thread-"

"Did you know that she has dreams of singing?" Rarity interrupted, turning to face him.

Discord rolled his eyes. "All mares who come to the Maris Opera House believe themselves to be great singers…and many of them are not, as we have good proof," he growled, thinking about how much he wanted to strangle Fleur de Lis. "Now, answer my question, where is she?"

"She's with Shortround and Derpy in the northwest cavern," Rarity explained. Discord simply snorted to the news, however his body seemed to relax somewhat. Rarity nibbled her lip. "I…I've been meaning to ask you Master…what shall we do with her?"

The relaxation was gone. Discord's brow furrowed at the question. "What do you mean?"

"Well…" Rarity placed the tray back down and came back to his bedside. "It seems that…that well…Fluttershy will be with us for…quite some time, would you not agree?" He didn't say anything, simply stared right back at Rarity, his expression dark and exasperated. "What I mean to say is…I do not think the costume cages are…suitable shall we say, to a young mare…w-w-would you not agree…master?" she didn't dare look up into his eyes, she could feel them burning through her.

"And did you have any…suggestions, my dear mare?" he asked, his voice dark and dangerously low. His whole world was being turned upside down from one mare.

"Well, as a matter of fact, I…that is, myself, Shortround, and Derpy, thought…perhaps she could stay in our quarters? We have beds, and…well, I'm sure we can find something suitable for her around here, if not above in the dressing rooms-"

"No," Discord said, his voice dark and unreadable. Rarity was surprised by his quick dismissal of her idea.

"Master…you can't…you can't expect her to simply be locked away! She won't run away again, at least…I don't believe she will, besides, she's injured-"

Discord's eyes went wide at Rarity's news. "What?" he asked, sitting up a little too fast and groaning as he felt the pain hit him like a stone. "What do you mean injured? How?"

"Oh, not badly Master," Rarity quickly explained, although she was surprised by his reaction. He still did not relax. "Her leg was cut, that's all, but I was able to tend it, nothing more than a scratch I assure you."

Discord relaxed somewhat, however the concern that was written across his face did not disappear so easily. "I am glad that you have helped her," he whispered, not meeting Rarity's questioning gaze. "And…when I said 'no' earlier, I had not yet finished to what I meant…" For the life of him he had no idea why he was about to say what he was about to say. "I do not want her sleeping in the same quarters that you all share…I…I think it would be easier on her…as well as for everyone else if…if she is given her own place," his voice was practically a whisper when he had finished.

Rarity however and heard every single word. "You…you want us to prepare her… a room?" she asked, making extra sure she was hearing him correctly.

Discord gritted his teeth. "Yes…I think the southeast cavern would be a good place…it's close to the lagoon, and it's small, but warm and dry. I think that would be a very suitable place for her."

Rarity found herself smiling with pride at his words. "I agree Master…I shall tell the others to begin searching for bedding right away-"

"Wait," Discord interrupted. "I know exactly what I want you to fetch for her…"

Rarity's mouth went wide when she read the thought in Discord's eyes. "Oh, but Master, do you think that's wise?"

A wicked grin was beginning to spread across his face. "Oh yes, I think that will do very nicely," he leaned back against the pillows of his bed feeling much better. "I think I will have another bowl of soup Rarity," he said, sounding extremely peculiar. Rarity realized what it was; he sounded somewhat happy.

* * *

"T-t-his one's m-my FAVORITE!" Derpy cried out happily as she shuffled over to Fluttershy with the book in her mouth. Fluttershy smiled up at her and took the book to have a look at the title.

"The Hunchback of Notre Dame?" she read. "Oh yes! Rarity told me you loved this story…" she looked at Derpy with a warm smile and wondered how on earth she could have screamed in her face earlier. She wasn't fearsome looking at all to be honest. She was large, and hunched over but…she wasn't frightening to say the least. And as she sat there with both her and Derpy…she realized just how much more "pony" they were than most she had encountered in her life above.

Derpy plopped herself down right next to Fluttershy, who was sitting on a blanket on the cavern floor, grinning as she opened the book. "H-h-have you r-r-r-read it?" she asked, stuttering from her excitement.

Fluttershy smiled at him. "I know of the book, but I confess I have never read it."

"It's w-w-w-w-wonderful!" she exclaimed! "There's a h-h-hunchback bell ringer, he l-lives in the bell t-t-tower high above Maris…a-a-a-and a b-beautiful gypsy mare…she f-f-falls in love with him!"

Fluttershy's smile faded somewhat. While she had never read the book, she knew that was not how the story went. Truth be, the hunchback died and Esmeralda fell in love with a handsome stallion. However, she had a feeling that Rarity had "altered" certain parts of the story for her. "It sounds lovely," Fluttershy whispered, feeling that she would enjoy Derpy's version much more than Hugo's. "Perhaps one day you can read it to me?"

Derpy blushed. "I…I c-c-can only r-read a little," she confessed, looking down at her hooves. "B-b-b-but Shortround is t-t-t-teaching me!"

Fluttershy looked over her shoulder at the dwarf, who was sitting on a rock, with a small worn leather-bound book in his hooves. "Shortround r-r-reads alot," Derpy explained. "He was r-r-raised in a m-m-m-mon…m-m-mon…"

"Monastery," Shortround finished. Fluttershy's look of surprise gave him cause to smile. "I never knew my parents," he explained. "I think it was easier on them to leave their 'freak of a son' with someone else than raise him themselves."

Fluttershy bit her lip at the revelation. "I…I'm so sorry," she whispered. She couldn't imagine what it may have felt like to be abandoned.

Shortround, however, continued smiling. "Oh don't be, I have no regrets," he stated quite sincerely. "In fact, I'm very thankful for my upbringing, truly. The monks that took me in were very kind, and it was through them that I received a wonderful education; I do not know if my parents could have done that. And through their kind and charitable example, I have come to accept myself and believe that I am not an abomination of the pony race." He smiled at this, and proceeded to continue reading the page he was just on.

Fluttershy found herself smiling at his words. "How then did you come to be here?"

"We w-w-were in a c-c-carnival!" Derpy exclaimed. "But t-the Master, he-"

"Derpy!" Shortround hissed, quickly quieting the pony who bit her lip, realizing that she was telling too much. Fluttershy had paled at Derpy's first words; a carnival. Had they…were they all on display? A surge of anger shot through her as she imagined poor Derpy with her sweet nature being forced to show off her body for the wealthy upper classes, and Shortround with all his great intelligence, being reduced to less than an animal for the viewing pleasure of others. Truly…they were not the freaks of this world.

"Still here, I see," came a low grumble from the shadows. Fluttershy glanced up to see Rainbow Dash emerge from the darkness and felt a cold chill run down her spine. Of all the Phantom's servants, she was the one that still frightened her. Rarity, Derpy and Shortround had shown nothing but kindness to her, but Rainbow Dash…Rainbow Dash wanted nothing to do with her, and she was making it extremely plain.

"I w-was s-s-s-showing her my f-f-favorite books!" Derpy exclaimed happily, pointing at a pile that was on the ground next to Fluttershy. After tending to Discord, Rarity encouraged Derpy to take Fluttershy to the northwest cavern, the place that she soon learned was where they all slept. Compared to the Phantom's chambers, it was extremely humble…but it held a warm inviting glow that oddly enough reminded her of home back in the country. Like the Phantom's chambers, the cavern had plush Persian rugs that aligned its floors, and pieces of beautiful cloth that hung from its walls. In the center of the room, was a small fire pit with a kettle boiling over a healthy fire. There were four beds, each as different as the four seasons of the year. Shortround's bed was a hammock of deep green cloth that hung between two tall skinny boulders. Derpy's was a boat, with all the seats removed, replaced by blankets and pillows. Naturally it was the only thing that could fit her great size. Rainbow Dash's bed seemed to be a pile of mattresses and blankets thrusted back in a dark corner; fitting for her, she thought. And Rarity's bed actually looked like a bed one would find in a house, clean and soft. Each corner was also marked by the distinct personalities of each person. Derpy had pictures of animals and piles of books near her bed, whereas Shortround had a small pile of books, and an old wooden cross near his. Rarity had a spinning wheel beside her place, with several yards of fabric, and Rainbow Dash…Rainbow Dash's space was bare; a mystery to enhance her already dark persona.

Yes, out of all of them, Rainbow Dash still caused her blood to run cold. Unlike the others, Rainbow Dash's deformity was not one she was born with. She was tall, but skinny. Her hair hung limply from her head. Her hair wasn't normal though, and Fluttershy understood that was where Rainbow Dash had gotten her name. She wore a tattered gray hat and tattered trousers. She wore no shirt, and her ears, lips, and nose were covered with piercings. Fluttershy flinched when she saw her body, imagining the pain she must feel. Why would anyone do anything like that to oneself? She would never understand…and she could not see herself having the courage to ask Rainbow Dash why.

Perhaps the most frightening thing about Rainbow Dash was her back left hoof…or lack thereof. Rainbow Dash's left hoof was gone…replaced with a think piece of wood that looked as if somepony long ago had shoved into her skin. Indeed, skin from her hoof seemed to be growing along the edges of the wood; she had to look away for fear that she would be sick.

Rainbow Dash snorted in disgust to Derpy's exuberance over showing Fluttershy her book collection. "Isn't it time that she's placed back in her cage?" she asked Shortround.

"Rarity s-s-said that she c-could s-s-stay here…w-w-w-with us!"

Rainbow Dash paled at Derpy's joyful words. "WHAT!"

Fluttershy flinched to Rainbow Dash's bark. She wasn't entirely thrilled with sleeping in the same place with her either, but the cavern was much warmer than the cage she had originally been placed in.

Rainbow Dash looked at Fluttershy with coldness and growled, "Why can't the Master simply kill her like all the others?"

Fluttershy paled at her words, which was the exact reaction she was seeking. She couldn't help but chuckle evilly. Shortround however sent Rainbow Dash a look full of warning, to which the mare with the wood leg swore, before stalking off to her pile of mattresses and collapsing on top of the heap.

"Don't mind Rainbow Dash," Shortround said to Fluttershy just loud enough that Rainbwo Dash could hear. "She's always in a foul mood, that's her true deformity."

"At least I don't believe in absolute rubbish!" Rainbow Dash hissed from her dark corner.

"My faith is not rubbish!" Shortround snapped. "How dare you-"

"I see that filly behavior is running rampant this evening," Rarity grumbled as she entered the cavern. Shortround sent Rainbow Dash one more angry look before turning away. Rainbow Dash simply grinned to herself before placing her tattered hat over her eyes.

"How's the Master?" Shortround asked, lowering himself down to cavern floor.

"Much better, although I had to stop him from getting up," she groaned, sitting herself down on the edge of her own bed. "The Master is too concerned with the Opera House than with his own health," she muttered, rubbing her tired aching hooves. "The only way to get him to stay was bring him parchment and ink so he could compose," she rolled her eyes. "If I hear one note coming from that organ, I swear, I will steal his parchment back!"

Fluttershy had her legs tucked under her chin while she listened to Rarity's complaints about the Phantom. How curious, she thought. Had it only been a little over 24 hours that she had believed the infamous opera ghost was a myth? In her brief time there she had learned he was a draconequus; an almost mythological creature native to Persia, which explained the Persian style of his home. He was a frightening creature, but…a creature with a family of sorts, a creature with a love for music.

She remembered the night before when she had been hiding in his chambers and saw him play at his organ with more passion than she had ever seen anyone exhibit over music. Her blood went warm at the memory of watching his large skilled paw and claw fly over the organ keys; he pounded his spirit upon them, and yet there was also a strange gentleness he displayed with the instrument. "My dear?" Fluttershy blushed and looked up from her perch on the floor, realizing that Rarity was talking to her. "Are you alright?" she asked. "You seem…distant."

Fluttershy could feel her cheeks burning pink. "I was…just…well, I-"

"Thinking about your father?" Rarity asked, her eyes filling with sympathy for the mare.

Her father. Fluttershy wondered what had become of him. She had vowed to take his place for the Phantom in return for his life to be spared. Had that happened? Had the Phantom truly set her father free? Or had it all been a trick? A vicious trick to lure her into his trap while keeping her father prisoner in a different area of the Phantom's underground lair, or worse, killing him? After all, it was Rainbow Dash, a mare who had no toleration for outsiders, who had been ordered to remove her father…even if the Phantom ordered him to set the stallion free, would Rainbow Dash have done that?

"It'll be alright," Rarity murmured, reaching out and patting Fluttershy's shoulder with a reassuring touch. Fluttershy smiled at the pat and knew that her father was free and alive; if he wasn't, she knew that she would have learned from Rarity and the others the truth. Yet she still worried for him…especially as she thought of the sadness he was enduring at the moment over losing her.

"Rainbow Dash! Shortround! Derpy!" I will be in need of some assistance from you," Rarity commanded. Rainbow Dash grumbled her protest to which Rarity immediately ignored. "Come, we need to fetch some things for Mademoiselle Fluttershy," she instructed.

Fluttershy looked at Rarity with confusion while Rainbow Dash's silent protest became quite loud. "WHAT? I am doing nothing for her!" she growled. "Let her sleep in that bloody cage; that was the Master's original orders-"

"The Master has changed his mind," Rarity said through clipped lips, cutting Rainbow Dash's protests off immediately. The mare with the wood leg stared at Rarity, her eyes and mouth wide with shock. "The Master has ordered that we fetch some things from above for Mademoiselle Fluttershy, so that we may create suitable living quarters for her-"

"SUITABLE LIVING QUARTERS?" Rainbow Dash exclaimed. "YOU MEAN HE INTENDS FOR HER TO STAY? WITH US!"

"Yes!" Rarity shouted back, her patience waning greatly. When Fluttershy brought Discord back after the accident, Rainbow Dash disappeared, wailing that a mob would be down in seconds after the whole lot of them, that the Master was going to die, and they would all starve to death, depending if the mob came for them. Her panicking upset Derpy immensely, and when they needed help to care for the Master, he was no where to be found. Now Rainbow Dash was proving to be more of a nuisance as far as Rarity was concerned, with her complaints towards Fluttershy and her ill temper with everyone else. "The Master has instructed that we create a living space for Mademoiselle Fluttershy in the southeastern cavern near the lagoon, and that we begin immediately," she shot a look at Rainbow Dash. "If you don't like it, then go to the Master and inform him of your complaint."

Rainbow Dash said nothing; she simply pushed past the little mare out the cavern entrance. Fluttershy chewed on her lip as she watched the mare stalk out. True, she found her frightening, and the idea of a place away from her sounded pleasing, however, making her hate her even more was the last thing she wanted. "I…I don't want to be a burden, and I fear that I am," she whispered.

"Nonsense," Shortround muttered. "Rainbow Dash is bent on making everyone's lives miserable when she's unhappy…give her time and she'll come around…she's really a good mare." Fluttershy looked at Shortround and found herself feeling reassured by his confidence. It seemed to her that Shortround found the good in every person.

"Come, come, we must fetch these things at once," Rarity clapped her hooves. She then turned to Fluttershy. "My dear, for this night, you shall sleep with us, but I promise you, by tomorrow, you will have your own chamber," she said with a smile.

Fluttershy smiled back, however she felt that this was all happening so fast. One night she was a prisoner in a cage…the next night, she was a guest who would be receiving her own private quarters! Had something happened to change the Phantom so? Perhaps he was taking pity on her for saving his life…however, if he truly pitied her, he could release her. She sighed, knowing that if he did release her from his captivity, she would not go, at least…not until she knew he would be alright.

"Rarity, you have had a trying day, why don't you stay and rest?" Shortround offered.

"Oh, I couldn't possibly-"

"It's alright R-r-r-rarity," Derpy stuttered. "We'll f-f-find items f-f-f-fit for a princess!" she grinned at Fluttershy and blushed slightly when she smiled back.

Rarity opened her mouth to protest, but did not say a word. She had been on her feet all day and evening, keeping watch with Fluttershy over Discord's recovery. He had slept most of the day after they had finished stitching up his wound, yet she remained close by, waiting for him to awake so he could get some food in his system. "I won't argue," she admitted. "My hooves are hurting quite badly."

"Then you stay and we shall fetch the items the Master wishes us to find," Shortround smiled. "And if he is instructing us to go above…then…well, there is only one place I can conceive that the Master would insist upon…"

Rarity could only grin. "You would not be wrong."

Shortround nodded his head and lead Derpy out of the cavern. Rainbow Dash, who had appeared to have stalked off, was truly waiting for them outside the cavern, and her voice filled with complaints when he saw them emerge. "About bloody time!" she groaned.

Fluttershy watched as her new friends left both her and Rarity behind in the small cavern. "Can I get you anything?" Fluttershy asked, as the mare climbed into her bed. "Some tea perhaps? I could boil some over the fire for you, it would be no trouble."

Rarity smiled at Fluttershy's offer. "You are very kind my dear, but I am fine," she then pointed to a small pile of mattresses and rags nearby. "I'm afraid that was the best I could do at the moment for a temporary bed," she sighed. "I'm sorry my dear, it will be for only one night," she reassured.

Fluttershy smiled back. "It will be far warmer and softer than the floor of that cage."

Rarity smiled faintly at Fluttershy's words, but frowned as well. "I'm sorry you had to endure that my dear…I can understand why that experience, as well as being parted with your father…and all the stories I'm sure you've heard above, would have tainted your view of the Master."

Fluttershy was wiping dust off the blankets of her bed while Rarity spoke. She paused and chewed on her lip some more. "I will not deny that…I found your Master to be a bit of a…of a…"

"A monster?"

Fluttershy looked down at her feet. "I'm sorry, I-"

Rarity clucked her tongue. "Nothing to apologize for my dear, that is the image the Master wishes to express. However, I never truly believed him capable of monstrous behavior till I saw him take you prisoner and order you to be placed in that cage," she grumbled coldly. "I know that may sound strange…after all, those stories that you've heard of the Master killing intruders…they are not pure acts of fiction."

Fluttershy felt her blood run cold. She knew she shouldn't be surprised by such news, after all, her father was trapped and it seemed the Phantom had every indication of murdering him. So why was she affected so? Why did it bother her to think of him as a villain?

"The stories are greatly exaggerated, however," Rarity clarified. "I know that the stagehooves and dance mares make it sound like masses of ponies have come below and have lost their lives at the Phantom's wrath…but if that were the truth, do you think that they would not have stormed down here seeking the murderer?" Rarity did have a point, Fluttershy could not argue that. "Truth is, only a handful of stallions have ventured below and have lost their lives; these caverns and tunnels have been carefully booby trapped to stop any trespasser. Most of the traps are simply designed to scare people away, or perhaps cause a minor injury, nothing serious. However, some are designed to do more…" she shuddered. "The Master is more than simply a musical genius, he is an inventor as well, and has designed some of the most elaborate contraptions you have ever seen!" She found herself smiling with pride as she told Fluttershy the tale. Then her smile faded once again to a frown. "However, I…I know that does not excuse the Master for what some of his contraptions have done…"

Fluttershy agreed with Rarity; nothing could excuse murder, however…after getting to know the ponies who lived below with the Phantom…she began to understand why such precautions were being made. "Forgive me…I understand if this is something you do not wish to discuss, and I will not raise it again-"

"You wish to know how we came to be here?" Rarity asked, her eyes shining with understanding. "I'm an old mare my dear, I know a curious face when I see one."

Fluttershy blushed deeply. "It's just…well, Derpy started to tell me something about a carnival…but Shortround quickly shushed her."

"Ahh yes," Rarity sighed, before waving her hoof for Fluttershy to come closer. She immediately obeyed, picking up one of the blankets she had dusted and drawing it over to Rarity's bedside. "Well…what Derpy was going to tell you is true…there was a carnival…and that was how we all knew each other."

Fluttershy looked down at her hooves which were clasped tightly together. "Was it…a…a freak show?" she whispered, not caring for the word at all.

Rarity nodded her head. "Unlike the others, I was not kept in a cage constantly. I was more of a servant really. The owners had me move about, fetching things for them, giving them food and drink, picking pockets off the viewers when they were looking upon the others," she muttered in disgust. "At night, they caged me with Derpy, because she would cry in the dark. I was the only one who could keep her calm," she smiled softly at the memory. "Derpy is very much like a daughter to me," she whispered.

Fluttershy smiled at Rarity's words, but felt her anger kindle at the ponies who had treated Rarity and the others like animals. "Besides myself, Rainbow Dash had been there the longest," Rarity continued to explain. "She was not born like that, as I'm sure you could guess. No, she was their first 'freak' put on display. They did that to her body…I remember hearing her cries of anguish whenever they placed a new piercing on her," she shuddered as the memories flooded her. "But even after they the mutilated her body, they still were not satisfied. So they burnt her hoof off her arm-"

Fluttershy gasped. "They burnt her hoof off her?"

Rarity sadly nodded her head. "Yes…and before the wound had time to heal, they rammed that horrid wood into her flesh…" she whispered. "To this day, I can still remember the screams…and the blood, oh God in heaven, there was so much blood."

Fluttershy felt her stomach churn at the thought. All her thoughts towards Rainbow Dash had now changed; she could completely understand why she disliked her and she didn't blame her. She represented the world that had turned her body into a perversion. No, she did not blame Rainbow Dash for her suspicions in regards to her at all.

"Shortround's life was not nearly as harsh," Rarity continued.

"Yes…he told me that he was raised in a monastery," Fluttershy explained.

Rarity nodded her head. "Yes, he was very fortunate," she sighed. "The monks were good to him, they gave him food, warmth, love, and an education," her expression changed suddenly. "However, the Father who was head of the monastery died, and a new one came to take his place. This stallion saw Shortround as an abomination, a punishment for the sinful ways of pony nature," she sighed sadly. "He sold Shortround to the carnival…I remember that day very clearly. He became known as 'half a man', and was forced to perform stunts for the wealthy," she forced a smile, although it was sad. "Still amazes me how despite all that, he is able to find the good in everyone…" She sighed again, her small wrinkled hooves playing with the ends of her blanket. "And Derpy…poor Derpy…"

Fluttershy sniffed back the tears that were already threatening to descend. She was not sure if she could bear hearing Derpy's sad tale.

"Derpy came to us as an infant. Her mother…" she paused for a second to collect herself. "Her mother was a gypsy, barely 16 if I remember correctly. She had been raped and did not wish to keep the babe, especially after seeing her deformed figure. The carnival offered a handsome price for the filly, so without second thought, she sold her to their display," she looked up at Fluttershy, her own eyes reflecting the tears that mirrored the young mare's. "Ironic, is it not? Derpy dreams of meeting a gypsy mare one day…and her own mother, a gypsy mare, sold her off."

Fluttershy wiped her eyes, her heart breaking for Derpy as she remembered her telling her her version of Victor Hugo's novel. She smiled through the tears at the memory of her calling her "gypsy mare", but more tears came at the thought of her mother selling her to a side show freak carnival.

"Those were very hard years for us," Rarity whispered, wiping her own eyes. "But…thank the goodness, the Master came to be with us…and helped us escape."

Fluttershy sat forward at the mention of the Phantom. "Was he…in the carnival as well?"

"Oh yes, he became a star attraction for them," Fluttershy explained. "He was the last to join. You see, the carnival traveled all across Europe, and I remember being in the east…Romania, Bulgaria…we may have even been in Turkey! But wherever we were, there was a Persian caravan that passed us by. Little is known of the Master's origins, whether he was born in Persia, or if one of his parent's was Persian, but he was in their caravan and they were looking for a way to make some money, so for a hefty price, they sold him to the carnival."

Flutterahy imagined the Phantom, the fierce dark figure that he was, exposed to the ridicule of others in a freak show. Her heart swelled with pity for him. "How old was he?" she asked.

"He was young, 13, perhaps 14?" she sighed. "They called him the 'half stallion monster'; one side of his face looks like that of any other stallion's…but the other… and his body . . .she shivered slightly. "Well my dear, you have seen him without the mask and seen his body." Indeed she had…and yet Fluttershy remembered the second time she saw his face and not fearing it…rather finding it fascinating. She blushed at the thought as Rarity continued her story. "They used to open the curtain to his cage, exposing only the unscarred side of his face. They then would ask one of the young mares to come forward to the cage and pucker her lips for a kiss."

Fluttershy felt her insides churn again at the thought. Of all the cruel things to do to someone; her sickness turned to rage.

"Then, after the mare finished giggling and had her lips puckered for a kiss, they would tell the Master to turn and face the young lady head on, exposing his scars," she trembled again. "They would show his body and would turn and scream and blubber about, agitating the Master and forcing him to attempt at kissing the already screaming mare," she shook her head. "Sometimes he refused to turn and face the audience, so the carnival owners would lash him in front of everyone…" she wrapped her arms around herself as if seeking comfort. "It was horrible, those years in that place."

Fluttershy's fists were tight round balls of rage. "Monsters…they were the real monsters."

"I agree," Rarity sighed, settling herself back in her tiny bed. "But we did escape, as you can see," she smiled. "We owe that to the Master, actually."

Fluttershy looked up at Rarity with curious eyes. "He helped you all?"

"Oh yes, it was his idea actually," she smiled. "One night, the watchpony was very drunk and the Master saw the opportunity. I was already in my cage and witnessed the whole thing from it. You see, he started to insult the watchpony, calling him names and throwing pebbles at him that filly's had thrown at the Master earlier that day."

"Charming," Fluttershy muttered.

"Well, the watchpony, who had the keys around his belt, got irritated and threatened that he would come into the Master's cage and beat him within an inch of his life. Of course the Master continued his insults," Rarity grinned.

Fluttershy was leaning close, her head resting in on top of her hooves, her body leaning against the small bed. "Then what happened?"

Rarity's grin spread further. "Well, as he promised, the watchpony grabbed the whip that was normally used when any of us 'acted up', and proceeded to enter the Master's cage with every intention of beating him," Fluttershy was holding her breath, anticipating Rarity's every word. "Once he entered the cage, the Master then lashed out, kicking the watchpony hard in the groin, before slamming his head against the bars of the cage."

"And no one heard it?" Fluttershy asked in amazement.

Rarity shook her head. "They were all drinking in their little hut, singing loudly and very off key. Even if the watchpony had cried out for help, they wouldn't have heard it."

"So then what happened?"

"Well, the Master got hold of the keys, and immediately set about releasing us. There were others," Rarity explained, "but they chose to go their own way…to this day I don't know what became of them," she sighed sadly. "But Derpy, Shortround, Rainbow Dash, and I…we all chose to follow the Master. We were just outside Maris, so we took our chances and wandered into the city. At that time, the Opera House was being completed, so the Master thought we would be safe hiding there. We found some stairs that led down…and heard water below…so we followed the sound, and…discovered this," she finished, holding her arms out to the cavern. "We believe that it was part of the underground catacombs used in the middle ages."

Fluttershy was amazed by the whole tale. "How long…how long have been down here?" she asked, amazed that no one else had discovered their secret.

Rarity counted softly in her head. "The Master was 17 when we escaped so…just over 20 years."

20 years. No one, till now, knew of their secret which had been kept well for over 20 years. "Amazing…" she whispered. "And…he saved all of you?"

Rarity smiled proudly. "He could have run and saved his own skin, but…not our Discord. He's a good creature, truly he is."

"Discord…" Fluttershy whispered. The Phantom had a name.

"Now my dear, you need your rest," Rarity shushed. "Climb into bed and get some sleep…tomorrow you'll have a new place all your own."

Fluttershy wanted to smile to Rarity's words, but her thoughts were elsewhere. She missed her father and was worried about him; yet she was also grateful for the new friends she had just made. And then there was the Phantom.

Discord. The name really did suit him, with all that mischief and murder. She shivered and wondered how he came to it. Was it given to him by his captives? Or did his mother give him the name before something happened to her? Did she sell him to the Persian caravan? Or did a tragic accident occur, causing him to be ripped from his family? So many questions were still waiting to be unveiled, but one thing was now understood: this place, this world, was his to protect. These people were not his servants, they were his family–yet they felt obligated to treat him as their master for the salvation he had given them. Yes, despite his harsh behavior to her, Fluttershy could see the good that hid within the shadows of his persona.

"Goodnight Rarity," she whispered to the mare as she burrowed under the soft blankets of her temporary sleeping place. She wondered about her captor, wondered about the sudden change in his attitude for wanting to give her a place of her own, instead of throwing her back in the cage. Perhaps it was just pity he felt for her…but she couldn't help the feeling that she wanted it to be more. Friendship perhaps? Surely that was all it was…wasn't it? Fluttershy blushed at the thought and told herself to go to sleep.

* * *

Fleur de Lis' screams filled the Opera House's walls, causing Fancypants and the managers to come running to her side. "Fleur de Lis! My beloved, what is it? What's wrong?" Fancypants cried, finding his prima donna standing aghast in the doorway of her dressing room.  
"WHAT HAS HAPPENED?" she screamed. The managers arrived just then, huffing from their sprint and peered inside to see what had caused the soprano to be so upset.

"Good God," Flim gasped. The dressing room was in shambles. The dressing table, the chaise lounge, all the elegant furniture was gone, leaving only several gaudy dresses and tangled wigs here and there. "What happened senora?"

Fleur de Lis turned on the managers and released her fury. "DO YOU THINK I WOULD BE ASKING YOU IF I KNEW? AAAAAAAAAAAAAAHHHHHHH!" she stormed past them, nearly knocking them to the ground. "I HATE THIS PLACE!"

Somewhere, far below Fleur de Lis' dressing, someone was grinning at the harpy's screams. "I really must do that more often," Discord chuckled.

* * *

_**Bargaining**_

"Fluttershy…"

Her eyes fluttered open at the sound of her name. Fluttershy lifted her head, looking around her, remembering once again that she was not in the apartment she and her father occupied, but beneath the Opera House. The cavern was dark save for a few orange embers that glowed from the hearth in the center. Who had spoken to her? All she could hear now were the soft snores of her new friends. And then she heard it again…

"Fluttershy…"

She rose from the bed, a blanket wrapped tightly about her body. The voice seemed to be coming from beyond the cavern.

"Fluttershy…come to me, my angel…"

The voice was hypnotic. Low and deep, rich and soft. A whisper; yet loud and clear. She felt like a ship at sea, and the voice was her beacon guiding her to safe harbor. Or, it could be that of a siren, luring her to her death. Either way, she was under it's power and could not turn away. "I am coming…" she called back, following the voice through the darkness of the tunnels.

The voice was replaced by music. Music she had heard before in her dreams; soft and sad, yet so beautiful and passionate. She continued her unknown journey, her feet carrying her as if she were as light as air.

"Sing for me, my angel…"

Futtershy opened her mouth willingly to the request. Was it a request? The voice was soft and sweet, yet the words seemed commanding. She opened her mouth, yet no sound came out.

"Please sing for me…I long to hear your voice mingle with my music…"

Her skin tingled in the most wonderful way. She felt something within her begin to burn, begin to come alive. The music rose higher in its passion, and as it did so, she felt her blood rise with it, the heat of her body climax with each note.

The blanket fell away, like a puddle at her bare hooves. She wore a sheer gown, its material touching her like a thousand silken hooves. Funny, she did not remember putting such a gown on.

"Yes my angel…come to me…sing for me…stay with me…"

Fluttershy opened her mouth again, willing her voice, forcing it almost, to obey the other's commands. She wanted to please her ghost, her angel of music who was playing for her and her alone.

"Oh angel…how I long to hear you sing…"

Fluttershy attempted again, but her voice stopped in a gasp as she felt something touch her. A paw? She gasped again as she felt the paw, strong and large, spread over her stomach…and then move down, slowly, running along the length of her thigh.

"Mmmmmmmm…your body was meant for singing…" the voice whispered. She gasped for she could hear it in her ear. She felt a claw touch her throat, spread across her neck and then move downward…further and further.

She held her breath.

"I shall teach you to sing…a very, very special kind of song…" the voice promised, as a silky tongue darted out to taste her earlobe, and the paw on her thigh moved between her legs and the one on her chest moved to her nape.

"Oh Fluttershy…Fluttershy…"

"FLUTTERSHY!"

Fluttershy awoke with a start, her face flushed, her brow covered with beads of sweat, the blankets sticking to her body. She gasped and shook her head, looking around and trying to comprehend what had happened.

A dream. It had all been a dream, and standing near her bed, looking extremely exuberant, was Derpy who was practically hopping up and down. "C-C-COME AND SEE!" she exclaimed, her large hooves grasping her shoulders and pulling her out of bed.

Fluttershy squealed, blushing and thinking she was wearing the silken sheer gown as she had in her dream, but she soon realized that instead, she was still wearing her drab blue dress from the previous day. No wonder her body felt stiff.

"Derpy!" Rarity scolded. "Put her down at once!"

Fluttershy realized that her hooves weren't touching the ground; she was so concerned about her state of dress that she hadn't realized. Derpy looked ashamed and quickly put her down, turning a bright shade of red and shrinking her large size into a small ball. "S-s-s-sorry F-f-f-fluttershy," she stuttered, scuffing her feet and looking sad.

Fluttershy smiled and patted Derpy's face, to which she grinned, although she herself was disappointed by being interrupted from her erotic dream. Or perhaps she was more disappointed that it had turned out to only be a dream. Who was her mysterious angel? It was not the first time she had had such a dream; however this one was much more…realistic.

"C-c-c-come and s-see!" Derpy cried again, gently tugging on her hoof to follow. Her gentle tug was truly a good hard pull, but she was trying.

Rarity rolled her eyes and shook her head. "She won't be satisfied till you follow her my dear…I'll make you some breakfast while you're looking."

Fluttershy was so confused. Looking? Looking at what? What had gotten into Derpy? She grinned and tugged on her arm to follow her, which she had no choice but to follow, as her tugs were quite insistent.

She led her through the dark tunnels and passages of the underground labyrinth with ease. Some tunnels were pitch black, yet Derpy navigated the two of them without any problem. Everything looked the same as it had the night before…how did they know when it was morning and when it was evening? She was not sure if she could stand living a life underground, but then she reminded herself that her new friends had little choice.

Some of the tunnels looked oddly familiar…like the tunnels of her dream. She tried to remember the route she was taking her, but after a while, every passage looked no different than the previous one. Fluttershy wondered how far they were going, as it seemed they had been walking–running practically, for Derpy's steps kept getting wider and wider–for quite some time.

"Almost t-t-there!" Derpy said happily, pulling on her arm a little more. Fluttershy continued following, curious to see what it was that had her in such a state. She was surprised when Derpy suddenly stopped in front of her, causing Fluttershy to run into her large frame. "There…" she pointed towards a small glittering light that was coming through a sliver in the cavern wall. Fluttershy looked around her, her gaze following the direction her hoof was pointing. She saw the soft golden glow that was softly illuminating a nearby rock. She realized that the glow as coming from just beyond the rock. What was it? Her first thoughts were that it was the light of morning, streaming through a crack in the cave's ceiling. But as she slowly approached the light, with Derpy's instance, she realized that it was artificial, and not the sun.

"G-g-go on!" she encouraged, grinning from ear to ear. Fluttershy nodded her head at Derpy, slowly going towards the glow, wondering what lay beyond the rocks that blocked her initial eyesight. She realized that the rocks were not hiding the light, they were simply in front of it. She did not have to remove them; she simply had to go around them. She side stepped to her right and went beyond the rocks, finding a small entrance into a cavern. The glow was growing brighter…and her curiosity was growing wilder. The entrance was small, but not to the point where she had to bend down, as she initially thought she would have to do. She gasped when she saw a lacy white curtain covering the "doorway" to the cavern. How did this get here? It was beautiful to be sure, but…where did it come from? Fluttershy pushed the curtain aside…and her breath stopped.

The cavern was small…no bigger than some of the dressing rooms that the chorus girls occupied above…but it was adorned in the most exquisite state she had ever seen. Before her was a rich scarlet rug, unbelievably soft, which stretched to the far reaches of the tiny cavern's floor. In one corner was a beautiful mahogany dressing table, adorned in brightly colored bottles of perfume, cream, and soap. The scent of lavender and rose petals filled her nostrils, reminding Fluttershy of the rose bushes she and her father kept back at their old farm. The dressing table had a pristine mirror which reflected the elegant area she was standing in. There were several beautiful works of art that hung from the cavern walls, and several stone pedestals that held crystal vases filled with all sorts of colorful flowers. To the left of the dressing table was a scarlet chaise-lounge, which had a lovely lace throw adorned across it. She heard the soft trickling of water and glanced to her left and gasped. A tiny waterfall trickled from the ceiling down to a small pound that was at the bottom of a tiny slope. Before the slope there was a mahogany table with two chairs, each with the same scarlet cushions as the chaise-lounge. A single pink rose in a slender crystal vase adorned the table. Light glittered off the falling water and Fluttershy's followed it to see where the light came from. Several large beautiful crystal oil lamps hung from silver hooks on the cavern's walls…yet they were not causing the odd glittering glow. No, the glow was coming from what the light of the oil lamps were bouncing off…which was a small beautiful crystal chandelier, which seemed to sparkle with diamonds, which hung from the center of the ceiling. And then…in the very middle of the room, was a bed. It was not small, but not overly large. Two could sleep on it if they wished, but they would have to be pressed very close together. Fluttershy found herself blushing at the thought. The bed was four posters, and was covered with lace curtains that were held back by white ribbons. The sheets looked as if they were made of silk, and the blanket that covered it was a deep velvet scarlet, same as the other furniture. Needless to say…the cavern took her breath away.

"And just in time for breakfast!" came a merry voice. Fluttershy whirled around to see Rarity smiling as she held a small silver tray, adorned with eggs, several kinds of sweet cakes, and a cup of tea. "Here you are my dear…I'm afraid we were not able to build you a fireplace just yet, but do not worry, all in good time you will have one," she smiled.

Fluttershy was flabbergasted. She could not find her voice, her eyes were wide with amazement. This…this was hers?

"R-r-rarity…" she murmured looking around her, not knowing where to start.

"D-d-d-d-do you l-l-l-like it?" Derpy asked, her stutter even stronger due to her nervousness. She wanted to make sure she loved it, she had worked very hard with the others the previous night to make sure it was perfect.

"Like it," Fluttershy whispered. "I…I don't know what to say?" Derpy's face fell at her words. "It's the most beautiful room I have ever seen!" she exclaimed. Her face instantly broke into a large smile. "I…good Lord, where did this all come from?" Fluttershy asked, her body whirling around the room, taking in everything she was seeing. Rarity and Derpy smiled at one another. "I…I just…I don't know what to say…" she whispered, feeling happy tears form in her eyes. "But…I can not accept this…this is too kind, why…it's fit for a princess! And I'm just a country mare-"

"T-t-t-the Master w-w-will be upset if you d-d-don't take it," Derpy quickly interrupted. "Please say you w-will stay?" Fluttershy was moved by Derpy's words, not knowing that when she made her simple request, she was asking her more than simply accepting the room.

"Oh Derpy…" she looked at Rarity then as well. "Thank you both…and please thank Shortround and Rainbow Dash for me as well! I can only imagine how tired you must all be," she whispered, wiping her eyes and giggling as she remembered that both Shortround and Rainbow Dash were snoring in their beds when Derpy roused her.

"We are not the ones who deserve the thanks my dear," Rarity simply stated. "This was all the Master's doing. He merely directed us to fetch the furniture; he designed the room himself."

Fluttershy stared wide-eyed at Rarity. "The Phant–I mean, Discord…he…he…" she could not believe it.

"Yes," Rarity sighed. "Despite how I told him to stay in bed, he insisted on being here while the others brought the furniture. At least he didn't attempt to move it himself," she thanked heaven for some small favors. "He was present with directing where things should go and designing the whole space," she explained, before taking Fluttershy's arm and leading her towards the table by the small waterfall. "Now, come along and eat your breakfast before it gets cold."

* * *

Was this another dream? Fluttershy gazed at the lace that covered the top of the bed, relishing in the soft sheets that she lay upon. The previous night had been alright, but it wasn't the best sleep she had received. The mattresses she was given for a bed were old with springs that popped here and there. She had tossed and turned throughout the night and her back ached somewhat. But now, as she laid upon her new bed…oh she had never felt anything softer, as if she were laying on a cloud.

She truly did feel like a princess; she had never seen anything finer. And yet…she did not feel deserving of this extravagant gift. Were the others content? Why was she given luxury when they continued to sleep in their present quarters? Were they happy with what they had, or would they begin to envy her? Was it right for her to have such luxuries? After all, she was a prisoner. And then there was the Phantom…

"Discord," she whispered the name again. His name was both mysterious and beautiful. Ever since Rarity had told her the story of how they all had come to be there, she could not stop thinking about him. Despite his dark mood and cruel exterior…she had learned that he was caring and devoted to those he felt responsible for. They all called him "Master", and had adopted the understanding of being servants for him; that was her first prejudice towards him. Fluttershy knew of several wealthy families back around the country village in which she grew up. They were all snobby and arrogant, commanding servants to do whatever they wished, even if the command was humiliating. The family of her mother, who snubbed her after marrying a poor musician, taught Fluttershy how far ponies were willing to go to view others as equals…and it wasn't that far.

Yet the Phantom…was different. He was the equal of the others; he too lived in that horrid place and suffered the same humiliating cruel acts that they had faced. And when the time came for his escape, he could have easily left without anyone else. But he released the others, and in return for their freedom, they wished to serve him with whatever he needed. And it did not end there either, for he cared for them, provided them food, clothing, shelter, and whatever else they wished. While this underground labyrinth was amazing with all its secret treasures…Fluttershy had a feeling that many of the things that were there, such as Rarity's yards of fabric for her sewing and Derpy's book collection, came from the Phantom himself. And this entire room…where it had come from, she did not know…but he, as she was reminded many times by the others, had wished for her to have it, and was present with the organization of it.

Why had he changed? Was it not one day ago that they were blaming each other for one another's troubles and throwing insults back and forth? Did he feel pity for her? Was this his way of showing thanks for her bringing him back and helping to save his life? Whatever it was…she needed to thank him. Oh she could envision it now, she thought with a wry grin. Yes, she could see herself strolling into his elaborate chambers, and thanking him for the beautiful room and all that he had done…and then receiving scoffing remarks and sarcastic laughter. No, the Phantom did not strike her as a man who would listen to compliments and gratitude.

…and yet she still felt the need to go to him and somehow thank him, even if it was simply seeing his face and body again.

His face and his body. Funny, she thought. The first time she saw him without his mask, she was terrified. Never had she seen anything more horrific in her whole life. But when she reflected on the situation the second time she removed his mask to place a cool cloth on his cheeks and forehead and took off his clothes to ward off the fever, she discovered she truly was not terrified…but intrigued. She concluded that what startled her initially was the way he suddenly turned around after he felt the mask being removed. It was the rage that she saw etched across his face, as well as the odd duality; one side was "normal" while the other…wasn't.

But when she looked at him again without the mask…her eyes studied his scars, and her hooves lightly played over them while he slept. The scars were hard, and had a somewhat leathery texture. She could feel the bones of his nose and right cheekbone, which had skin covering them, but no muscle tissue. The bag of flesh that hung slightly over his right eye was hard as well, despite looking somewhat squishy. How he came by these scars she did not know…but the more she studied them, the less afraid she felt. She gazed upon the other side of his face, the side that looked like that of any workpony's. It was not handsome, at least not by fashionable society's standards, but then, when was she considered fashionable? It was rugged in texture, pale, but there was a soft hint of brown to his skin. She remembered how Rarity mentioned that one theory of Discord's origins was that he was from Persia; perhaps that explained his coloring? His face was not slender, but with a strong set jaw. The cheekbones were not high, but they were sleek, offering a more rounded look. His eyes however…that was where she remembered her breath being stolen.

His body also scared her a little at first, simply because it was so strange. However after she had taken a longer look, it stopped scaring her and more interested her. His body was . . .unique to be sure. He appeared to be a miss match of things all put together into something quite horrifying at first glance. But now that she had seen his body more from their encounters and his fever, she felt that it almost. . . suited him in a way, a representation of the insanity that plagued him, and the passion. slim yet strong, a mix of many things that in the end, all worked together very well.

He had the eyes of a panther; large and golden. In the shadows they looked amber–a soft shade of brown with flecks of gold. But when the light shown on his face, and when his eyes went wide with shock or surprise, they turned a golden color, one that drew her into its depths and made her feel like drowning.

And his voice. It was not silken, but deeper, richer…more like the scarlet velvet that adorned her bed. Soft, yet textured; dangerous, yet warm.

His slimness added his gracefulness, another panther-like quality. The way he moved when he was fighting was like a dance of sorts. And when she watched him play at his organ, she saw the graceful way his paw and claw played over the keys, despite the passionate fury his very soul was screaming. Her blood grew hot at the memory; she had been mesmerized by his playing, his music as well as his very being calling out to her like a siren. Was his music the one she heard in her dream? Was it his voice she had heard? She blushed deeply and sat up; she had been laying on her back and yet she had felt dizzy.

The gothic romances her mother had read to her were full of dark suspense, mystery, a little gore here and there, and plenty of ghostly passion. She remembered how as a filly she thought the notion of ghosts was quite romantic, and she even felt that way upon her first arrival to the Maris Opera House. Her feelings on such things had changed; no longer did she find such ideas fascinating or romantic, but frightening and foolish. Yet now…for the first time since her first day in Maris, Fluttershy found herself once again believing in ghostly romance and gothic fantasy. Even though she knew what lay beneath his mask…she could not help but be lost in the mystery of it.

"I'm being so foolish," her practical side scolded. "He said so himself, this is no fairy tale and he is no prince…he is my kidnapper. He may be kind to those who suffer the same way he suffers, but that means I'm his enemy and will always be such in his eyes." So why did these thoughts upset her?

She had to see him; that was the only way to put an end to these silly feelings that were awakening her body to unknown sensations…as well as her heart.

One insult would be all that she needed to remind her silly heart what was her true situation. She could go to him, thank him for his gift, and then allow him to ridicule her for being so foolish as to come to him and think such things. Yes, she would do that, that way she would do the right thing by thanking him…and be reminded of her real situation, that she was prisoner and this beautiful room was her new cage.

So why was her heart breaking at the thought?

"Oh Fluttershy," she grumbled, rising to her hooves and taking one of the oil lamps off the wall and using it as a guide to carry her through the darkened tunnels. "You truly are a foolish country chit!"

Yet her personal insults quickly came to a stop and were replaced by surprise as she found herself going down unknown tunnels…and yet feeling as if they were leading her in the right direction. She had never seen these tunnels before…yet she felt as if she knew them…

Lo and behold, in a matter of minutes, Fluttershy found herself standing just inside the first chamber that belonged to the Phantom. She looked again at the beautiful mighty pipe organ that seemed to be embedded in the rock. By closing her eyes, she could see him sitting at it and playing passionately as she had seen him do only two nights ago.

She shook her head and told herself to continue onward, that she had come here for a purpose.

Quietly, she tipped-toed towards the second chamber, the one in which he slept, and so softly, peered through the shadows to see if he was conscious. Instead, she was greeted by the soft even sound of his breathing, and saw him sleeping, looking utterly exhausted. Fluttershy couldn't help but grin at the sight of him. He wore the mask (she had a feeling he rarely took it off) and on his stomach lay sheets of parchment, while in one paw he held a pen and in the other claw, an inkwell. He looked so peaceful, but she reminded herself that a lion looks just as peaceful before pouncing on its prey.

She knew she should leave him be, but she found herself drawn to him, even in his sleeping state. She quietly approached the side of his bed, and carefully, so as not to wake him, removed the inkwell and pen from his paw. She placed the two items next to the bed on a small table, and then she proceeded to pick up the paper that was scattered across the bed. He made a sound which caused her to jump somewhat, but she noticed that he was still sleeping quite peacefully. She had the amazing urge to bend over and place a soft kiss on his forehead, but she resisted. Instead, she blew out the single candle that was lit by his bedside, and took the parchment into the next room, leaving the slumbering Phantom in peace.

Fluttershy placed the parchment on top of a beautiful piano that sat near the pipe organ. She would come back later or perhaps tomorrow and thank him then. But something on the parchment caught her eye and drew Fluttershy back. It was a song, one that looked as if it had been freshly written.

She recalled the score she had discovered those two nights ago with the words Don Juan Triumphant written at the top. She was not familiar with an opera by that title, and while she had grown up in the country, her father, a lover of all things related to music, had told her much about many operas, the famous and less famous alike. Like that score sheet, this song also contained the words Don Juan Triumphant written in small letters in the upper right corner. The title of the song was "Point of No Return". Fluttershy felt a shiver run down her spine.

The song was a duet, sung by the main figure, Don Juan, and a girl by the name of Aminta. She found herself blushing as she read the first few lines, realizing that it was a love song of sorts…yet the lyrics were extremely erotic, as Don Juan attempts to seduce Aminta. The music was odd as well. One minute, the notes were moving to a graceful slow rhythm, and the next, they changed dramatically to a thunderous exclamation. Without realizing it, she found herself humming softly to the melody…and then, as her eyes reached Aminta's part, she discovered herself singing the role.

"_You have brought me_  
_to that moment where words run dry,_  
_to that moment where speech disappears_  
_into silence,_  
_silence…_"

She took a breath and continued on, her voice growing a little more confident as the music began to flow through her, casting its spell upon her soul.

"_I have come here,_  
_hardly knowing the reason why…_  
_in my mind,_  
_I've already imagined_  
_our bodies entwining, defenseless and silent–_  
_and now I am here with you:_  
_no second thoughts,_  
_I've decided,_  
_decided…_"

"What are you doing?"

Fluttershy gasped and whirled around, her hooves gripping the piano to keep herself from fainting with shock.

She had been caught. There he stood, towering over her as she remembered the first time she met him. His shirt was gone; all he wore were a pair of crumpled black suit trousers and his mask. He stood in the entrance between the two chambers, eyeing her. Even in her frightened state, Fluttershy could not help but look at his bare chest and take in the body she saw before her very eyes. And yet everything in her being told her to run, to get out of there, that she had been meddling in private things and now she was going to pay dearly. She couldn't look into his eyes, she feared what she would find.

So instead, she turned on her heel and darted towards the entrance that led out into the dark tunnels just beyond. This was his lair, nothing could stop him from pursuing her, but right now she wasn't thinking practically, simply following what her instincts told her to do which was run.

"STOP!"

Why, she did not know, but Fluttershy turned her head to look over her shoulder at his thunderous voice, only to find that he wasn't there…but had somehow moved in front of her. She gasped and stared up at him, as he was literally only a breath away from her body. How was that possible to move so quickly?

"I…I…" she swallowed the lump in her throat. "I…I'm sorry, I only…that is, I only came to…to thank you for the room, and…you were asleep, s-s-so I thought…I simply thought that…I only intended…" she was backing away from him and gasped when she discovered she was back against the piano. He was slowly stalking towards her.

"I…I didn't mean to pry, please forgive me, I just…I didn't do any harm, I didn't mean any harm, I…I…" she had nowhere else to go, her back was against the piano and he was still stalking forward. She felt like shrinking, and then, she stopped babbling when she felt his paw reach out and touch her lips.

"Hush now…" he whispered. His voice was not filled with anger…but…fascination. She was instantly quiet in that moment, and she slowly lifted her lashes to gaze up into those molten eyes that were watching her with such intensity.

"I'm going to ask you a question," he murmured, his paw still against her lips. "And I want you to answer me truthfully, nothing else." He paused to see if she understood. "How…when…" he swore softly to himself, for he discovered he too was stumbling over his own words. "Who taught you how to read music?" he softly demanded, yet with great gentleness.

Fluttershy locked eyes with him once more, and read the earnestness in them for his need to know the answer. Slowly he removed his paw from her lips and waited, while she took a deep breath. "My father taught me," she whispered, her eyes not leaving his. "He would play music to me on his violin…and I learned how to read it by singing over his shoulder while he played."

"Amazing…" Discord whispered. It was then that he realized how close he was to her, and he quickly took one step back, providing a little more space between them. "And…how did you learn to sing?"

Fluttershy looked confused by the question. How did she learn to sing? Some people, when they found themselves in the water, could swim like fish. Others could climb rocks and trees as if gravity itself did not apply to them. For her, singing was like breathing; it was just something she could do and had always been able to do. "No one taught me," she whispered. "I…I just can."

His eyes changed, from amazed to scrupulous. He studied her for a long hard moment. He was a connoisseur of music, he knew how to play a variety of instruments, knew all the masterworks by the great composers, and had written several symphonies, cantatas, requiems, marches, and operas, and yet he did it all by thorough and meticulous study. He was born with a gift, but it was gift that did not come so easily, no matter how hard he tried to will it.

But this mare…was it possible for one to have such God-given talent? Only one way to find out…

"Sing this for me," he demanded, finding a song from his opera and slamming it down on the piano.

"W-w-what?" Fluttershy looked confused and felt the hairs on the back of her neck stand on end. She felt as if someone were setting a trap for her.

"Sing this, now!" he demanded again, moving to the piano bench and playing the first few cords of the song. He looked up at her, wanting to scream for her to obey and do as he had said, but he stopped himself and saw the fearful confusion in her eyes. His heart instantly softened. "Please…" he whispered. "Please, sing this for me…I need to hear it…"

His voice sounded so pleading, Fluttershy felt herself melting. She took a deep breath and looked down at the sheet of music before her. It was a song that the girl, Aminta, sung earlier on in the opera. She read the first few cords that opened the music, hearing him play them over and over as he waited. She looked at him one more time, finding his eyes locked on hers as he continued playing those same cords over and over. She looked back at the music and began to sing.

"_Think of me,_  
_think of me fondly_  
_when we've said goodbye…_  
_think of me,_  
_once in awhile_  
_please promise me you'll try…_  
_when you find_  
_that once again you long_  
_to take your heart back and be free,_  
_if you ever find a moment,_  
_spare a thought for me…_"

The playing on the piano came to an abrupt halt and Discord pushed himself away from the instrument, rising to his feet in lightning speed and began pacing the chamber like a caged tiger.

Fluttershy had been lost in the beautiful song; the melody was so sweet and soft and the lyrics so loving, that she was startled by the abrupt stop which brought her crashing back to earth. Had she upset him? She knew she had no formal kind of training when it came to singing, but she didn't believe she was horrible.

Discord's eyes latched onto hers, never leaving their blue depths as he continued his pacing. Incredible, amazing, outstanding; there weren't enough words to describe her voice. It was something that had been missing in the Maris Opera House for years…purity. She had such a pure voice, the tone and pitch clear like a bell. Never had he heard anything so exquisite in all his years at the Opera.

She had the voice of an angel.

Fluttershy felt herself grow more and more uneasy with each step he took. She was going to go mad if someone didn't say or do something. "Monsieur, I…I'm sorry if I offend-"

He stopped. "Sorry?" he said with awe. "You're APOLOGIZING?"

Fluttershy practically jumped at the sudden change of tone in his voice. She couldn't tell if he was surprised, elated, or…upset. "I…well…that is…" she looked up into his eyes, her own filled with confusion. "Yes?"

Discord shook his head furiously. "Don't apologize, do not EVER apologize for…" he wanted to say "the most beautiful divine sound I have heard from another living soul", but he didn't. Instead, he said, "…the talent in which you have been blessed."

Fluttershy felt her cheeks burn at his words. Was that…a compliment? She did not think he would ever say such a thing to her. "Thank you," she whispered, her eyes quickly darting away as his caught hers again.

Discord sighed and carefully approached her once more. "I have…I have never heard such a sound before," he stated honestly. If it had been somepony else who had said such a thing, she would have laughed, feeling that that pony was humoring her. Yet she knew that this stallion was being entirely sincere. "Your voice is truly remarkable," he whispered with awe. "The tone, the pitch…everything…it's so clear…" he turned away, rubbing his brow.

Fluttershy stood perfectly still, not entirely sure what to do or say.

"Yet…" he continued. "While it is quite lovely…it is obviously untrained." Fluttershy had blushed to his words and a small smile formed at the corners of her mouth, but after these words, she felt the smile fade away. "You have astounded me with your first attempts at these songs, especially the first one," he murmured. "I know it may sound like bragging, but I have been writing music ever since I've been here…and it is a fact that I am very good at it," he turned to face her once again. "I study music for countless hours every day; most of my compositions end up being burnt for the lack of talent that they possess," he honestly stated. He did believe himself to be good, but he also knew that he was not perfect. "Yet this opera…I do believe is my masterpiece. And you…someone who has had no formal kind of training…can sing the part of Aminta…as if this role was written for you."

Fluttershy's mouth fell open at his statement. Surely he was jesting! Yes, her voice was untrained, yes, she had no formal singing experience, but…she was not as good as he was claiming her to be!

"Monsieur-"

"I'll make a deal with you, mademoiselle," he murmured, sitting himself back down at the piano, his claw lightly running over the ivory keys. "Don Juan Triumphant is an opera that I want performed here in Maris…and now I feel that it is ready to be performed at the end of the opera season. Allow me to be your teacher…to train your voice so that you can perfect the gifts you have been blessed with…and truly emerge as Aminta."

She could not believe what she was hearing. "You…you want to train me?" she asked with bewilderment. Was this the same stallion who had screamed at her the day before, and then had given her the most beautiful room she had ever seen? Now, instead of being furious with her for singing his music…he wanted to be her teacher?

"Yes, you silly mare," he muttered, feeling his patience thinning. How he longed to take possession of her voice and hear her sing Aminta's part only in the way that he had dreamed.

Fluttershy frowned at his words. "I am not a silly mare," she muttered back. "You can not blame me for being a little…flabbergasted to say the least, by your offer," she stated.

He found himself grinning. Ah, that spirit of hers…he did so admire it.

"My apologies," he whispered, which in itself was a bit of a shock for Fluttershy. He smiled even more at this. "So, will you allow me to be your teacher?" he asked again. "I will not lie to you," he warned. "I will be extremely demanding and expect perfection at every rehearsal. I know that you came to Maris with hopes of singing in the chorus," he continued, ignoring the surprise that was in her eyes at this fact. "I am not preparing you to be a chorus mare…I am preparing you to be a star. The part of Aminta is not for a chorus girl but for a diva, a mare who can carry the role with perfection. That is what I am demanding…perfection," he stated quite plainly. "Rehearsals will be long and hard…and no doubt you will come to despise me even more than you already do," he sighed. Fluttershy stared at him when he said these words, her heart going out to him, but her mind reeling with everything he was telling her. "But I can not help that, I am a slave to music and it is my greatest passion. And I demand so much because…I can hear the potential for greatness by what you have sung thus far," he murmured in awe once again. "So, what do you say? Will you let me teach you?" while it sounded like a question, it was truly more like a demand.

Fluttershy let everything he had said soak in. She had no sense of what formal training was like. If she had sought it from somepony else would it be as grueling and demanding as he was warning her? Did she have a choice?

She lifted an eyebrow and stared back at him. "You said this was a deal…what did you mean by that?"

Clever mare. His admiration for her was growing by the minute.

"Let me train you, and when I feel that you are ready, that you have reached your pinnacle and can step forward as the new star for the Maris Opera House…I will release you from your captivity."

Fluttershy was floored by his last words. He would set her free simply by accepting his offer to train her voice?

"Understand that it will depend on whether I and I alone believe you are ready," he explained one last time, giving her fair warning. "But yes…when that time has come…you will be released."

He wasn't sure why…but he felt a stab of pain under his left rib after he said those words. Funny, the bullet hadn't hit him there…

"So give me an answer mademoiselle before I lose my mind with waiting."

Fluttershy gazed into his amber eyes once more, losing herself in the golden brown pools of his being.

Freedom.

She could almost taste it.

And yet she felt a strange wave of sadness come over her for a brief moment. She quickly shook the feeling away, unsure what it was or what it meant, and refocused her gaze with his. By agreeing to his bargain, not only would she be released from her captivity, but her dreams of singing on stage at the Maris Opera House would come true as well! Yes, it would be hard work, she had no doubt…but she was up to the challenge.

"Yes," she whispered, locking her eyes with his. "Yes, I want you to train my voice."

Discord felt such elation at her words that he almost fell off the piano bench. But he hid it all in his heart and simply nodded his head to her. "Wonderful. Now, first order of business," he began quite seriously, "is to get a proper night's rest. We will begin early tomorrow," he rose from the bench and brushed past her towards his bedchamber. A brief shock of electricity passed between them as she felt his arm brush her shoulder. She cursed the dress she was wearing, knowing that it looked horrible on her, and then wondered why she was caring at all about what she wore in front of him.

"Goodnight monsieur," Fluttershy called out, her back to the Phantom, before slowly walking towards the entrance that led out of his music chamber.

"Fluttershy?"

She came to a halt as she heard her name being spoken on his lips for the first time. She felt a strange fire burn between her legs as the words dripped off him like warm honey. She slowly turned her head and glanced over her shoulder at him. Once more, he was standing in the entryway between his two chambers.

"Do you like your room?" he simply asked, his eyes boring deeply into her own.

She swallowed and simply nodded her head. "Y-y-yes…thank you," she whispered.

"My pleasure," he whispered back, before turning and disappearing like a ghost into the shadows of his bed chamber.

* * *

_**Desires**_

She wasn't going to get any sleep that night. She had tossed and turned for what felt like hours, and was finally succumbing to the fact that she was simply not going to get any sleep. Why? Because she felt she had somehow made a deal with the devil himself.

After her surreal encounter with the Phantom, she returned to her chamber and threw herself onto the bed, praying that sleep would come to her, feeling utterly exhausted by everything that had taken place, not to mention the strange feelings that were swirling around in her head…and heart.

He liked her voice, he thought she had talent, he knew her name! She moaned softly as she remembered the way her name dripped off his lips, like honey melting off the comb. His voice was so hypnotic; deep, rich, soft. Did he sing? Fluttershy believed that a musician of his talents must be able to sing. If he sang to her, Fluttershy knew that she would faint away from the first few chords his voice brought forth.

She groaned and fidgeted some more. Why was this happening to her? He was her kidnapper! Why was she feeling this way? This wasn't some dark romance that she read, this was real; and he had stated quite plainly to her that he was no hero with a happy ending to offer. She was young, true, with what some would call "frivolous dreams", but she was also realistic and level-headed. She had dreams of romance and adventure, but she knew the line between dream and reality…and this was cold reality. He liked her voice, he thought her talented, but that was it! He was in this for himself, for his own opera, not for her. She had to keep telling herself that, or else she would be in danger of…of…

No, she would not think it, for if she did, then she would be in danger of believing it. She did not have feelings for this Phantom! She didn't! She groaned again and crushed her face into the pillow.

All she could see was him; the way he carried himself; regal and mysterious, like a cat stalking its prey. She remembered how he had somehow come around and blocked her way out of the chamber, and how he approached her, his great height towering over her, his paw rising to stop her lips from speaking. His face may be scarred under the smooth mask that he wore and his body may be different, but she could not remember a time when she had found another stallion so handsome and desirable as he was in that moment.

Oh God above, she needed help. She did not understand such feelings, such passionate desires that were coursing through her blood. Her mother died before she had a chance to talk about such things, and her father, bless his heart, well…a mare could not ask her own father such things!

No, she must force herself to put away such thoughts and focus on the bargain that she had agreed to. Her freedom depended entirely on how well she sang for him. She had no doubts that he would be extremely demanding, and she had no doubts that she would come to despise him during those long strenuous rehearsals. But she would have to keep reminding herself that with every note, with every song, with every hour that passed while she sang…would bring her one step closer to her freedom. She should be smiling with joy at such thoughts!

…why did she feel so unhappy then?

Fluttershy threw the blankets off and sat up. How she longed for a book! That was what this beautiful room was missing, a simple bookshelf filled with stories to tame her anxiety. Perhaps she could borrow some of Derpy's books, or maybe Discord could find-

Discord. His name alone sent a strange shiver down her spine.

Fluttershy looked down at herself then, a disgusted look passing over her features. She was still in the same drab blue dress she had worn since the night she was taken prisoner. The dress still had remnants of mud and blood stains from the night she escaped, and while Rarity had been able to sew up the horrible rip that Cranky Doodle Donkey had caused, it still looked awful. It was beginning to smell as well, despite the wash it had received the night she brought Discord back to his underground lair.

The sound of falling water drew her attention to the small waterfall and pool that lay in the far corner of her room. She remembered the perfumes on the dressing table and glanced over, wondering if there was any soap. To her happiness, she saw a small bar of rose-scented soap, next to a basin and pitcher. There was also a white fluffy towel that lay beneath the soap. Fluttershy rose from the bed and dashed over to the soap and towel, a blush covering her cheeks at the thought that was forming in her head. She gathered the items and then went over the pool, the smile immediately fading.

It was too small; the pool was not even deep enough to cover her whole body. But then she noticed a tiny opening against the wall. Yes, the water was leading out of the chamber! She left her chamber and followed the sound of water around several large jagged rocks till finally, she came to a clearing, streaming with moonlight upon the gentle waters of an underground lagoon. Her face lit with such pleasant surprise at her discovery. She blushed and wondered if she was safe from any prying eyes.

The others were further away, and no doubt sleeping. Besides, she remembered Rarity assuring her that no one would disturb her unless she asked for anything. And Discord…

She blushed at the thought but quickly shook her head. He was asleep, of course, and would have no interest in seeing her at all till time came for their rehearsal. No, this was as good a time as any.

Quietly and quickly, Fluttershy shed her dress and undergarments, before being welcomed into the cool refreshing waters.

He wasn't going to get any sleep. He was trying, by God he was trying. He needed the sleep, especially after the new discovery that was made about the costume mare. She could sing! And not just any song, but his own! Discord knew he was being arrogant but he couldn't help it! Don Juan Triumphant was a masterpiece, his masterpiece, and Fluttershy was the first mare he had ever encountered that could sing the part as if she were the living breathing character of Aminta herself!  
All he could hear was her voice, beautifully ringing loud and clear in his head. The way she sang those songs, it was outstanding! Yes, she badly needed some training, but she was a miracle all the same! It would be early, it had to be early, he could not wait till mid-morning, let alone mid-day to begin her lessons. But he would mold her and prepare her for stardom, and that was exactly what she would become…a star of opera!

Something deep inside him tugged at the memory of the deal that he made with the mare. He was so desperate to get his paw and claw on her voice that he would have done anything for her…and that's exactly what he did. He promised her the freedom he knew she longed for in exchange for his opportunity to train her to play the part. It was a fair bargain after all, it was what they both wanted…yet that strange tugging feeling worsened at the thought of her leaving for good.

Discord took one of the large pillows and crushed it against his face. Damn it! He was not going to go through ANYTHING like this again! He remembered the pain of pining away for the lovely dancer, Pinkamena, and the jealousy that burned within him as he watched her give herself to the young future Prince. He had been such a fool, writing her stupid love poems and songs of his affection, all the while hiding in the shadows while she bragged them to the other dance mares, thinking they were coming from Blueblood. How he longed to wrap a noose around the stallion's neck!

Love was a curse. He learned long ago that when one had needs, they were best settled with a "professional" than with cards and poems. And that was all he was feeling…lust; simple blind lust. It had been a long time since he had last had a mare. In fact, he had not gone above to see any of the prostitutes since the night that silly mare had entered his life. He needed a long hard fuck with one of the many mares of the night, preferably against an ally wall; they were quicker that way, and Discord never went inside with these mares.

Yes, that was it; he just wanted to feel a mare's legs wrapped around him. This mare was indeed pretty, and he felt his body begin to stiffen at the memory of seeing her standing before him, in her undergarments, the rain falling around her, causing the fabric to be nearly transparent. That was all he wanted, a female body, not this particular mare.

Then why was it that he could only think of her?

Damn this wound! If he could move about better, he would abandon all thoughts and go above to lose himself with one of those mares. Yet a part of him, deep down, knew that no matter how many hours he spent in a prostitute's company…his lust would not be truly satisfied.

He threw the blankets back and rose from the bed, praying that music would be able to soothe the savage need that was coursing through his blood. Yet the second he sat down at the bench to his organ, he found that he could not bear to play. It was all because of her! If he began to play, the thoughts of her face, of her body, of her voice would come streaming back, and there would be no hope for him at all then.

He buried his face into his paw and leaned against the instrument, groaning to himself. What was he going to do? He was going to go mad! Only one thought came to him…he had to see her.

It was foolish, and he felt like a fool for even thinking it, but he knew that if he didn't see her, he would explode! They didn't have to speak; she didn't even have to be awake, for no doubt she was sleeping. But he needed to see her all the same, just to have one look at her beautiful face, to remind him of the ugliness that was beneath his mask, of his body, to remind him of the life he could never have. And then his desire for flesh would be transformed into anger, and music would flow from his anger like rain in a storm.

With new determination, Discord rose from the organ bench and grabbed a linen shirt, throwing it over his head and quickly darting out of his chambers. And then a new thought stopped him short…

Fluttershy had been wearing this horrid looking dress, in fact, if he remembered correctly, she had been wearing the same dress those last few days! He could see the remnants of the mud from the ally that caked it, not to mention the blood of both himself and Cranky Doodle that soiled it as well. Somepony who was going to be trained to become a star needed to look the part as well.

He had a task, and this was exactly what he needed, something for him to focus on what this was truly all about, making his opera become a reality. He hurried as quickly as his healing body would allow to the costume cages, the place where he had her first imprisoned. He couldn't help but grin slightly at the opened door. He went inside and plucked several gowns that hung from the cage's wires, all of which looked to be the right size, and then quickly dashed back to where her chamber lay.

It was quiet as he approached, and he could tell that all but one of the oil lamps within the chamber was lit. She was most likely asleep, which meant he could simply leave the gowns near her dressing table without her knowledge. He felt strange as he approached the entrance, like a colt almost, and he ground his teeth at the thought. What was wrong with him? He held his breath as he came around the entryway to her chamber, wondering how she would look…would she even be dressed? What should he say if she saw him? He looked at the bed where she lay…and frowned. She was not in the bed, and he whirled around, realizing she was nowhere to be seen!

Discord swore under his breath and threw the gowns onto the bed. No, he would not lose her now, not after he had heard her sing!

He stormed out of the chamber, prepared to go on a crazy search throughout the whole labyrinth, when a splashing sound caught his attention. He turned his head towards the sound and heard it again. And a smell filled his nostrils, the smell of…roses?

His brow furrowed in confusion, Discord followed the sounds and the strange smell, easily moving in the darkness and around the rocks that blocked his path, till he saw moonlight fill an open space. It was the lagoon, the secret underground lake that lay beneath the Opera House that no one knew existed. He had no idea where the splashing sounds were coming from, the water looked still, as if nothing had disturbed it. But something out of the corner of his eye caught his attention, and his mouth fell open when he saw the dress and what lay beneath it lying in a pile by the lagoon's shoreline.

And then, a great splash sounded off to his left, and Discord's eyes went wide as the sight of the beautiful naked Fluttershy emerged from the waters.

Her back was to him, but it was all he needed to see in order for his heart to skip a beat. Before she had the opportunity to look over her shoulder and catch him, he darted behind a rock, the shadows shielding him from the moonlight. He knew how to disappear in the shadows, he had been doing so his entire life. From his hiding place he found himself staring at her back, the strands of her long pink mane dripping down onto her luscious yellow skin. He gasped when she dove one more time beneath the waters, catching sight of her rounded hips and delectable bottom. And when she emerged again, she was facing him now, and he thought he had never seen such beauty…

Her hooves were in her hair, smoothing it from her eyes. The water lapped at her front. Discord felt his mouth water at the sight. She was smiling as she slowly waded towards the shoreline, fetching a bar of soap that she began to lather across herself. He took in everything; her legs were slender, the hips and thighs round …and at the center, the doorway to paradise. Discord's eyes were locked for the longest time and he groaned inwardly, never before feeling so hard as he did right now. She was a goddess…and he knew that if she beckoned him at that very moment, he would be her slave for life.

Fluttershy had no idea that he was there, which perhaps fascinated him most of all. The way she bathed herself, the way she ran the soap over her body…it was so innocent, and yet it drove his desire beyond anything he had ever felt. He forced himself to turn away from the beautiful sight. She mustn't know he had seen her. However, he couldn't resist playing a little…

Fluttershy rinsed herself clean one last time before finally being satisfied that she had wiped away all the grime from the last few nights. The water had been most refreshing indeed, and Fluttershy felt that perhaps she would make this a habit every night. She emerged from the pool, wiping her body with the towel before placing her chemise and pantaloons on her body. Her skin was still slick from the water and she knew that the pale fabric did very little with covering her skin, however it was only till she got back to her chamber…who was going to see her?

She fetched her dress and the rest of her things and headed back to her chamber, humming one of the songs she had sung for Discord that evening. She was so merry from her bath that she didn't realize before it was too late, that she wasn't alone in her chamber.

"Lovely evening for a late night swim, don't you think?"

Fluttershy gave a high-pitched shriek when she saw Discord standing before her, his frame leaning against one of her bedposts, his arms folded across his chest, his face unreadable as usual…although she thought she could see something of a smirk, despite the mask.

"W-w-w-w-what a-a-are you d-d-doing here?" she stammered, clutching her dress to her body, trying to conceal as much of herself as she could.

Discord couldn't help but grin a little more at her behavior. Truly, he had never thought she looked more delectable, more delicious, than she did at this very moment. He felt the stirring in his loins again, but he ignored it. "I simply came to see how you were, my dear," he said simply.

Fluttershy stared at him, blinking for several seconds before she found her voice. "To…to see how I was?"

Discord nodded his head. "And I can see that…you've more than made yourself at home." She gave a squeak as she realized his eyes were raking over her body, and clutched the dress against herself even tighter.

"W-w-w-well, I'm…I'm doing very well, thank you," she replied, lifting her chin and trying to show him that he did not intimidate her one bit.

Discord could only grin more at this. "I'm glad," he whispered, and then looked at the dress she was clutching to herself and frowned. "And I thought perhaps…you would appreciate some new clothes."

Fluttershy stared at him with confusion, and then gasped as his paw indicated to the gowns he had placed upon her bed. Forgetting for a second that he was in her room, standing near her bed, and she was only wearing her undergarments, Fluttershy went to the bed and with tentative hooves, touched the beautiful fabrics that lay there. "Oh they are lovely!" she exclaimed.

"Yes…" Discord agreed, although he wasn't looking at the gowns.

Fluttershy glanced up and blushed even more as she realized how close they were standing to one another. She quickly took a few steps back, her knuckles turning white at how tightly she clutched the dress to her body. "T-thank you, monsieur," she whispered, looking away from his burning eyes.

Discord could not take his gaze off her, the urge to take her in his arms was burning every fiber of his being. He was not a stranger to sex, but he had never been with a mare on a bed, surrounded by softness and the scent or roses, and that was exactly how she smelled and he knew that would be how she would feel. Soft and sweet…how he wanted her.

"You are most welcome, mademoiselle," he whispered back, before taking a few steps back from her as well.

The two of them locked eyes with each other and in that brief moment, a shock of electricity went through them both. It was Discord who broke the spell, saying, "Since we are both awake, I see no reason why we should waste time any further. Quickly get dressed and then come to my chambers and we shall begin." Without another word, he turned on his heel and left her alone in the chamber.

Fluttershy stared at the space where he had been standing, her breathing slightly ragged and her legs trembling. She reached out to grip the bedpost in order to keep from melting away. Oh heaven above, she was lost.

Discord didn't stop moving till he reached his chamber. Once there he retreated into his darkened bed chamber and collapsed upon the bed, groaning as the lust surged through his body. He could not help it, he found his paw reaching down. Discord rarely touched himself, he was always disgusted with the simple thought of his body, but now, he could not help it, all he could think about was her body, her beautiful body rising from the water, and her sweet voice filling his ears, and her fiery spirit, matching his own, even when she was afraid. He imagined her body tangled with his, her voice singing the song of pleasure and passion, and her spirit boiling with his own as together they strove to reach the pinnacle of their desires.

Never had the thought of a single pony have such an effect on him. And never had he felt such desire before.

However the pleasure quickly disappeared. He was disgusted with himself and rose to quickly change his trousers. He was a monster, simple as that. He knew it, and he had a feeling she knew it as well. So what if she had seen him several times without his mask, he knew she would never be attracted to him, and while once upon a time he had thought of making her a personal slave to his every lustful whim, he knew he could never–WOULD never do such a thing to such an angel.

Angel. Yes, that was what she was. Not a goddess but an angel, something that was far out of reach, something he could never obtain, no matter how hard he repented.

His anger grew more and more with each passing second. Anger for his deformity, anger for her beauty, anger for the world that would never truly accept him. He stormed into the music chamber, seating himself at the organ and began to play with such furious passion, none like he had ever felt.

He played for a long time, losing himself in the music, before he felt her eyes upon his back. He would always feel her eyes upon him, especially after the incident when she removed his mask. "You're late," he muttered, his playing never ceasing or missing a beat.

Fluttershy's mouth fell open at his words. She had been as quick as she could; she just hadn't been sure which dress to wear. The costumes were all so lovely, but they were designed for acting, not for walking about in or…for rehearsing in. Discord turned then and eyed her, his gaze judging her from the start.

In truth, she looked beautiful, wearing a royal blue peasant gown that the character of Marguerite wore in "Faust", but he was a creature who wore masks, and so he masked his pleasure at the sight of her, and instead, stalked past her to his piano and seated himself, opening the music before him.

"Right…let us begin," he instructed, playing the first few notes on the score before him.

Fluttershy swallowed the nervous lump in her throat. Oh heaven above, what have I gotten myself into?

* * *

_**Tension**_

"Flim! Oh thank Goodness, I have to speak with you at once!"

Flim turned to see a breathless Flam run to his side, his cheeks red and puffy from exertion. The older stallion groaned and began rubbing the bridge of his nose, already having a bad feeling about what his partner had to say. "Don't tell me…"

Flam gasped, but nodded his head. Flim groaned. "That makes the twelfth one we've received this month!" he cursed.

Flam, finally having the time to catch his breath, groaned with frustration along with his business partner. "We've been receiving notes filled with threats about allowing Fleur De Lis to perform, about changing the opera season, and…well…" Flam handed the note to Flim. "I'm afraid, this one is once again, about that unknown opera…"

Flim swore. "Not again! I don't care who this…prankster thinks he is! I happen to agree with the Prince, we shall not be intimidated by some foolish, masked-"

Flam hissed at Flim to keep his voice down. They were in the grand foyer of the Maris Opera House, where ponies of fashion came to lounge and discuss whatever gossip was going about society, and several heads had turned to overhear Flam and Flim's passionate discussion.

Flam gently pulled Flim's arm and led the gentlecolt to their office where they could not be heard. Once the door was shut, Flam turned to face his partner. "I know that you think me a fool for saying this, let alone believing this-"

"Flam-"

"But I'm starting to believe that…that these letters are not the work of an idle prankster!" he was sweating profusely, and Flim had noticed that Flam seemed very jumpy. He kept looking around, as if trying to make sure they were truly alone and no one would hear what they had to say. "I too believed that all those notes and tales we had heard about the infamous 'Phantom of the Opera' were simply jokes that Cranky Doodle Donkey had played in order to scare the dance mares…but…Flim…these threats…they are becoming real!"

Flim groaned and collapsed into his desk chair. "Now see here Flam, the only reason that we are receiving more of these letters is because we are not reacting to them the way he had in the past! The prankster is trying to scare us, and from the looks of things," he muttered, adding the note Flam had given him and throwing it into a pile with the other notes they had been receiving, "I'd say that our so-called 'Phantom' is getting desperate."

Andre shook his head. "Flim, do you not remember the last two performances?"

Flim shuttered at the memory. Nearly three weeks ago, Fleur De Lis was scheduled to perform, and on the day of her performance, a note had arrived, threatening that the understudy should go on in Fleur De Lis' place, or else a great scandal would occur. Needless to say, the managers ignored the letter, as the Prince had instructed. However, they found themselves eating their words when that evening, Fleur De Lis went on stage, and her voice went from singing…to croaking!

To the horror of everyone on stage, plus the managers, Fleur De Lis could not stop croaking! She finally fled the stage, screaming–if that was what her croaking was meant to sound like–and the patrons demanded their money back.

Only two days ago, Fleur De Lis was scheduled to perform again, and yet once more, another letter filled with threats arrived. This time, it said that if her understudy did not go on for her, a fear greater than anything they had known would come true.

This time Flam summoned the Prince for advice, but the Prince, like the last time, told the managers to ignore it. Fleur De Lis was eager to perform and show whoever this prankster was that he could not mess with her! But 15 minutes prior to when the curtain would go up…Fleur De Lis went missing. She was not in her dressing room, she could not be found anywhere back stage…it was as if she had vanished into thin air!

Fleur De Lis' understudy was to go on while the managers and the police searched high and low for their beloved prima donna. The understudy, a mare who was never given the opportunity to learn the opera, let alone perfect her singing skills, went on to give a most mediocre performance. Once again, the patrons demanded their money back, and the Opera House lost all its profits.

Finally, an hour after the bad performance had ended, Fleur De Lis was discovered locked in a broom closet, a scarf in her mouth, a blindfold around her eyes, and her hands tied to her ankles. Pinned on her sleeve was a note that read "I hope, dear gentlecolts, you will not test my patience further."

Flam needed no more proof; he truly believed the Phantom was real!

Flim was still skeptical, mainly because he felt somepony around here had to be. True, the letters had been coming faster than ever before. Strange demands were being made, such as changing the opera season, adding a new opera by an unknown composer titled Don Juan Triumphant. If the managers agreed to the Phantom's terms, the threats would end and the score would be sent for the orchestra and company to practice.

If these demands were not met, more outrageous scandals would occur. Costumes, props, and tools had already gone missing, some of the patrons' lounges were ransacked, and members of the staff were threatening to quit for fear of ghosts that they swore they had seen. The Phantom was haunting them because he was upset for the Opera disobeying him, or so they believed.

Still, Flim held close to the fact that this was all some elaborate trick to make both him and Flam look like fools. He had several suspects; he knew the elaborate opera company in Canterlot was jealous of the Maris Opera company's success, and it was rumored that Manehatten was willing to pay a handsome fortune to have Fleur De Lis appear for the rest of their season.

Something had to be done and fast, especially before Fleur De Lis learned about Manehatten.

"That note is yet another demand that we push everything else off the opera season and devote all our time to this…this Don Juan Triumphant!" Flam muttered, running a hoof over his sweating face. He could see the money they had made fly out the window.

"Calm yourself, my friend," Flim grumbled. "We will do nothing of the sort; we will continue things as they are scheduled-"

"But Flim-"

"Now is NOT the time to be changing things!" Flim hissed, rising from his chair and glaring out of the glass at the ponies that casually strolled about the grand foyer. "If we change things we will lose more money than this…this PHANTOM could ever cost us!" he turned and faced Flam, the annoyance and frustration that he felt towards this unknown prankster clearly written across his features. "Our patrons…especially our most powerful, will not tolerate changing the season that they wanted…especially if we do it for some…some unknown piece of…we don't even know what it's like, we've never seen it!"

"But Flim-"

"And furthermore Flam, we can not simply…cut Fleur De Lis off the opera season! I mean, you saw how much money we lost those last two performances! The ponies want to see her and no one else!"

"But Fleur De Lis is threatening to leave!"

Flim's face paled at this news. "W-w-w-when did you hear this?"

Flam groaned and removed his handkerchief, using it to wipe his brow and nose. "Just before I received the letter…she…she is getting fed up with her treatment here in Maris, not to mention the horrible reviews that have been coming in ever since the opening gala."

Flim's voice was a hushed tone and he leaned forward so no one could hear him, despite the fact that it was only the two of them in the office. "Does she know about Manehatten?"

Flam shook his head. "Not yet, but…" his voice trailed off, afraid to even comprehend the thought of his money flying out the window.

Flim nodded his head, groaning at the thought of Fleur De Lis' shrieks of rage for her displeasure. "Then there is only one thing that is to be done…" he sighed. "Send word to the Prince."

* * *

Rarity sighed and shook her head, sympathy written all across her face as she handed Fluttershy a hot cup of tea. "Drink this my dear, it will soothe the vocal chords," she whispered. Fluttershy gratefully took the cup, her throat feeling so tight that it was hard to accept the warm liquid, which burned as she swallowed it.  
One month. She had been in this underground place for an entire month, and yet it still felt as if only yesterday she had been taken prisoner.

Prison. Yes, that was exactly what this place was. She had been foolish once upon a time to think that it was something more, that she was in a mysterious romantic gothic fairy tale and that the Phantom was her dark prince.

Ever since he discovered the truth about her singing capabilities he had become a most militant teacher, commanding her to sing beyond the brink of what was humanly possible for her. He was ruthless, summoning her at odd hours whenever inspiration struck him, to perform the scores of music he had composed the previous night. When he told her that he would be demanding, he was not joking. Every day it was the same: they would start with warm-ups which consisted of a wide variety of scales, her voice being stretched to the far ends of the sound spectrum. Following the warm-ups came time to practice the great works of the masters of opera. This would go on for hours, and every now and then Discord would stop his playing to reprimand her for doing something wrong, and to teach her the story and history behind the work she was singing.

The final hours of rehearsal were solely dedicated to his opera, Don Juan Triumphant. There were many songs that he had composed that Fluttershy liked, such as the two she had sung the night he learned about her voice. But there were others, many of which were extremely difficult, and over all, while the music she thought was brilliant…she could not find herself liking his opera as much as he did. Perhaps it was the story–Aminta was a beautiful mare and Don Juan was a grotesque figure who lusted after her. Like most operas, the story ended tragically, although in this particular opera, the part that Fluttershy truly could not stand, was the way that Aminta betrayed Don Juan, even after professing eternal love for him. Aminta seemed so passionate, and so sad, but the sudden character change was too extreme. She loved Don Juan, but for no reason, betrayed him by sleeping with another stallion, and once Don Juan discovered her treachery, killed both her and her lover, before falling upon his own sword–this was of course after he had sold his soul to the devil, ala Faust.

Fluttershy couldn't understand how Discord could compose such a story…but then, she knew he hadn't had the easiest life.

She whimpered softly in pain as she felt the hot liquid burn her throat. She could feel the healing vapors of the tea begin their affect, yet it still hurt to swallow. She was in danger of developing a serious throat disease, Rarity thought. Her brow furrowed at the thought of Discord's cruel meticulousness.

"I'll have to have words with him," she muttered under her breath, but Fluttershy heard her.

"No," she said hoarsely, before taking another sip of the tea. "I'm alright, truly…and I knew what I was getting into when I agreed to have him train me."

Rarity raised an eyebrow at this. She had a feeling Fluttershy didn't know what exactly she had gotten herself into, but she knew that Discord must have promised her something in return for allowing her to be so strictly trained. Rarity knew that music was Discord's greatest love; it was the only thing he could depend on. Therefore he was going to treat anything harshly when dealing with his love for music. She recalled how Discord had informed her and the others that he was going to become Fluttershy's vocal teacher, and that unless it was a true emergency, he was not to be disturbed. If he needed them, he would call for them, but otherwise, he wanted to be left alone.

Rarity sighed and began cleaning the kettle that the tea had been boiled in, wondering what had come over Discord. True, she believed Fluttershy's voice was very beautiful; she had heard it echo off the cavern walls and throughout the tunnels, yet it was something else that disturbed her. Discord was obsessed, so obsessed that he was truly losing coherent thought and sense when it came to, well, anything really, but especially to the limits Fluttershy's voice could go. If Fluttershy didn't say anything to him, then somepony had to…and she had every intention of telling him what she thought.

"How are the lessons coming along?" Rarity casually asked while scrubbing the kettle.

Fluttershy swallowed another gulp of the hot tea, feeling the soothing effects on her throat, but no smile came to her lips at Rarity's question. "Oh…wonderful, truly," she lied, taking another sip.

Things had changed, in Fluttershy's opinion, ever since she came to his chamber for her first rehearsal.

She was foolish to think that Discord had truly changed, despite the small kind acts he had bestowed. After creating her room and giving her the dresses, Fluttershy thought that perhaps there was a chance that she and Discord could be…friends. She blushed at this thought, thinking herself stupid for even contemplating such a thing. Why? Why had she even considered that she wanted to become his friend? She sighed, knowing that it was because she was afraid of the strange feelings that…that he was awakening within her. Perhaps she would be safe from such feelings if they were friends.

She wanted to get to know Discord more, he was fascinating to her; a tragic figure with a passion for music, a romantic that hid in the shadows, a stallion with so many secrets, and yet he seemed to be yearning for something…acceptance? Recognition? She figured those were the most obvious reasons, and through his opera, he may finally achieve them. This was what drove him, as he had explained to her during their rehearsals. Finally, for the first time ever since he started composing, he could see something of his become a reality, and despite Fluttershy's humility, he told her over and over that no other voice could sing the part.

When Discord first said this, Fluttershy remembered blushing and denying the truth of the matter, but she could not help but smile somewhat to his compliment. Yet now she frowned, realizing that it wasn't a compliment, that he didn't admire her or her voice, he simply wanted to use it for his opera. It didn't matter that it was her voice, it was the voice of "Aminta", and that was all he cared about.

From that first rehearsal, his true colors showed brightly, just as they had the night he took her prisoner. He was cold and cruel, barking commands and directions that were hard for her to follow, shouting at her when she didn't do something right, and having her repeat lines and scales over and over again, demanding perfection, always insisting on perfection. For one whole month it had been like this; she had no idea that hell would look like a piano. Once she thought she would love the rehearsal times with him, thinking that she would get to know her mysterious seductive captor, but she was wrong. He was a cruel taskmaster, and she dreaded rehearsing. In fact…she was beginning to hate singing.

I should be happy, Fluttershy thought to herself. This is what I wanted, a reminder that I should despise him with every fiber of my being and not allow my stupid, filly fantasies to take control of my mind...or heart.

Rarity saw the mare's expression darken more and more as she reflected on her rehearsals with Discord. Rarity was more determined than ever to get to the bottom of all this. "My dear," she sighed, putting the kettle aside and taking Fluttershy's free hoof in her own, "you may be a prisoner here…but you deserve kindness. You should demand it, you-"

"You're late. I've been waiting for over twenty minutes."

Both Rarity and Fluttershy gasped upon the cold dark voice that echoed off the cavern wall. In the faint candlelight of the entryway stood the Phantom, his head lowered, his body covered in black, his cape draping down from his shoulders like a bat's wings. He was beautiful and terrifying at the same time.

Rarity's brow furrowed at his coldness. "She can't sing," she said with contempt. "Her voice needs to rest-"

"Since when did you become an expert of the pony voice?" Discord snapped, his eyes falling on Fluttershy who stood before him, shivering under his intense gaze, but he could see her spirit slowly rising to the challenge.

Rarity was shocked by the tone of voice Discord had used. He had yelled before, but…this was different. This was a creature she did not know! She opened her mouth to say something but Fluttershy stepped in front of her. "As soon as I finish my tea, I will be ready," she said calmly, taking another sip from the cup.

Discord glared. He was in no mood to test how far his patience could go. "You will come, now," he growled.

Fluttershy ignored him and took another sip, relishing the brew that slid down her throat, knowing it would be the last pleasant thing she would feel for a long while. She knew that she was being stubborn, but Discord needed to be taught a lesson. She wanted her freedom, now more than ever, and she had not forgotten the bargain that she had made with him. But she had learned how desperately he needed her too, and unless he started treating her with some respect, she was not going to come like a dog whenever he wished.

Discord growled, tired of this power play, and reached out and grabbed Fluttershy by the wrist, yanking her away from Rarity, causing her to both gasp and drop the tea cup. "Don't EVER make me wait again!" he hissed, before dragging her out of the cavern and down the tunnel that would lead to the music chamber.

Fluttershy protested the whole way, telling Discord to loosen his grip, telling him that he was hurting her arm. She was suddenly reminded of the Prince dragging her to his lounge at the Opera House, much to her displeasure. Both stallions were vile in her opinion; at least the Prince didn't hide the fact of his intentions. It was obvious he was trying to seduce her. Discord may not be doing that, but he was prostituting her voice as far as she could tell.

Finally they reached the music chamber and he released her, only after almost hurling her towards the piano. She glared at him while he went around and sat down, his paw and claw crashing down on the keys. "Now, since you've wasted away our warm-ups, you'll just have to go right into singing-"

"No." Fluttershy was just as shocked as Discord when she realized what she had said. She had enough! She was a living being! She demanded to be treated like one.

Discord's eyes widened at her words. "No?" Fluttershy lifted her chin in defiance and Discord's fist came crashing down on the piano keys, causing Fluttershy to jump at the thunderous sound it made. "NO?" he growled, rising from the bench and causing it to fall over. His eyes were the color of fire and he glared at her with such fury.

Fluttershy felt the terror grip her, but she knew she couldn't show it, that she had to be strong and stand her ground, so she glared right back at him. "My throat hurts…and my voice is tired…" she said hoarsely. "Rarity is right, I need to rest it."

Discord's eyes became fiery slits. "I am your teacher…" he growled. "I will tell you when your voice needs to rest!"

Fluttershy's blue eyes became a storm that sent a threatening message back. "And it is MY voice and MY body!" she hissed back. "And I know it better than anypony!" she spat, leaning towards him, her shoulders squared and her jaw set.

Discord stared in awe and disbelief at the defiance she was having towards him. She should be shaking in terror! But here she was…arguing with him, the Phantom of the Opera! He was not in a sick bed now, he was towering over her, his very form threatening her…and yet she refused to back down.

"You forget your place," he growled.

"It's right here in front of you," she hissed back.

"You forget who I am…that I'm the one who controls whether to release you…or let you rot in this pit!"

She lifted her chin and took another step closer, her whole body shaking with anger and her heart pounding loudly in her ears. "And you forget, monsieur, that your masterpiece would still be gathering dust if not for my voice!" it was a selfish remark, but he had made it true from everything he had said…and he knew it.

Discord was a creature who tolerated many things, even when he disapproved of them. But insulting music…especially his music, was something he would not stand for. With panther-like speed, he was around the piano and had Fluttershy by the shoulders, turning her and pinning her against the piano and his body. She cried out in pain as she felt the piano dig into her back and gazed up at him with hate. How had she ever fancied herself attracted to him?

"I have never killed a mare before…but you're not making it difficult for me to imagine!" he spat, shaking her by the shoulders, angry, and yet very much aware that he was against her, his body molded against her own.

"You're a MONSTER!" she screamed, before spitting in his face.

Discord growled, ignoring her action and squeezing her extra hard, causing her to cry out. "I could kill you now, you know, I could crush you with my own claws!" he threatened.

She looked up at him and said in a voice filled with such deadly calm, "my spirit would still be free."

Discord did not know what it was; the calm coldness in her voice, the cool bitter glare that she returned to him, or simply the fact that the two of them were so close, but whatever it was…he felt a weakness that threatened to consume him. He was so close to her…so very close…his eyes, which were wild and fiery, glanced at her lips…moist and pink…so inviting. He could kiss her, he wanted to kiss her, but he was furious with himself and with her for being right. Her words stabbed him deeply, for it was true; no matter what he tried to do to exert his power over her, it wouldn't matter, because the truth was he was her slave…slave to her voice, slave to the music, slave to these strange sensations that she had been stirring within him ever since he clamped eyes upon her. Before that; ever since he heard about her from Madame Luna! This mare was going to be his undoing, and while it was tempting to lose himself to the uncontrollable urges of passion that were roaring through him, he had to grasp at some sanity, what little of it he contained.

He pushed himself quickly away from her, his eyes wild as he stared at her, watching her as she grunted from the pain of her back being held tightly against the piano. She whimpered slightly and rubbed her back and her arms, her eyes still cold and ruthless, matching his own wild stare.

He had to get away from her. She had to leave, now, or else… he was unsure what would happen, but he had to get her away!

"Leave!" he barked, turning his back on her, fighting the rage, fighting the urge to turn around and either strangle her…or take her in his arms and ravish her on the piano itself!

Fluttershy was shocked by both his reaction and by his command. She did not understand this creature, nor did she think she truly wanted to. But she herself could not deny the strange electricity that passed between them.

But it frightened her; his rage, the change of his mood, and her feelings for him that still seemed to be as strong as before. He was right…she had to get out of there.

"GO NOW!" he shouted again, his roar causing the cavern walls to shake. Fluttershy didn't need to be told again, she fled from him as fast as her legs could carry her.

He watched her go and cursed under his breath. Damn him! Damn her! Damn everything! What had just happened? He had almost lost all control and he could have killed her.

"What is wrong with you?"

Discord was surprised by the voice that interrupted his thoughts. He looked towards the entryway to find Rarity standing there, her face pale and her eyes wide; she looked at him as if for the first time, she was horrified by the ghastly scars on his face.

"Discord…I…I do not know you! You are not the creature that I remember…you…you are a stranger to me!"

His heart was breaking as he heard her words. Rarity, who had been a mother to them all, the only recollection of a mother he knew he would ever have, and she was afraid of him. It was so unusual to hear her call him by his name…but the way she said it was as if she were trying to bring whatever ounce of humanity back before the beast took total control. "Why are you doing this…w-w-why are you pushing her so? I…I thought…"

Discord wanted to be alone. Her shame was more than he could handle, he was ashamed with himself. He simply wanted to be left alone, alone with his music…

"Please go away Rarity," he whispered.

She ignored his plea. "I don't understand Discord…I mean, after she brought you back…I thought things had changed. I thought that perhaps…perhaps…" she didn't know how to say it. Discord had made Fluttershy a room fit for a princess. He gave her gowns, food, even shared with her his most beloved compositions…Rarity thought that surely Discord was changing. That perhaps somewhere in his cold heart…he was learning to…to love. It was a foolish notion, she knew, but she thought it perhaps possible. Yet now…now her fears that this whole month of bitterness and obsession was driving him beyond the brink of madness, looked as though they may perhaps be true. She had followed them both and watched in horror as Discord attacked her. Fluttershy had called him a monster…perhaps the mare was right?

"It does not matter what you think," Discord hissed coldly, turning his back on the mare and retreating into the darkness of his bed chamber. "Leave me alone Rarity."

"Discord!" she cried out. "What is it that you're so afraid of that you must do these things?"

He paused but did not look over his shoulder. "Myself," he whispered.

* * *

Blueblood groaned as he shut Fleur De Lis' dressing room door behind him. He quickly did up his trousers and began to briskly head towards the managers' office. He was angry; upset that the idiots could not control the spoiled soprano and had him sent to come and calm Fleur De Lis down the only way that he knew how. He could still smell the outrageous perfume that she wore; it made him want to vomit.  
Once upon a time, Fleur De Lis proved to be fun. Now, she was soiled goods that he would not bestow upon his lowest servants. Her screeching and jealous rages were more than he could handle. He remembered how she mewed with pleasure to the filthy names he had called her while he was had her. Ironically, he meant every single name.

Fleur De Lis was now sated; her threats to leave Maris were over…at least for a while. At this point, Blueblood would gladly be rid of the bitch, yet she still proved to be an icon, and as such, the tickets continued to sell. However, the last two performances had lost him more money than gaining it.

He was prepared to storm into the managers' office and release his rage when he caught sight of Madame Luna speaking to her daughter in a hushed tone. Normally Blueblood avoided the stone-faced dance mistress like the plague, but something intrigued him about this conversation she was having.

"I don't understand why you have to leave now?" Twilight asked, looking confused at her mother's strange behavior.

"I will not be long my dear, just go through the dance as I have taught," Madame Luna muttered as she pulled on a pair of black gloves.

Twlights's eyes clouded with even more confusion. "But we need your guidance-"

"You will be fine," Madame Luna assured. "Now go on Twilight, I will return shortly." Twilight nodded her head, but still looked worried for her mother. Satisfied that her daughter would not ask any more questions, Madame Luna quickly turned on her heel and headed towards the grand foyer. Intrigued, Blueblood quickly followed at a safe distance.

Madame Luna had a carriage waiting for her and gave the driver the directions of her destination. In thirty minutes the carriage came to a stop outside a tall building that looked as inviting as its cold stony exterior. Madame Luna did not hesitate; she walked up to the door and banged the loud iron knocker that hung in its middle. The door opened a few seconds later, a chamber maid curtseying as Madame Luna brushed her way inside. "I need to speak with Monsieur Crafty Crate, is he available?" she asked the maid as she stripped her gloves off.

"Right this way, madam," the maid replied softly, showing Madame Luna to an oak door at the end of a dull dilapidated hallway. The maid knocked on the door to which a gruff male voice grunted permission to enter. Madame Luna followed the maid inside, thanking the mare after she was introduced.

Monsieur Crafty Crate was a stallion with a balding head, and greasy five a'clock shadow, and he appeared to have several teeth missing. The stallion also wore excessive amounts of jewelry, not to mention outrageous colors and fabrics on his body. No wonder the building looked so drab; the man spent every penny on his own attire.

"Have a seat, madam," Crafty Crate said politely, although he was already admiring the purse she held in her hooves. "What can I do for you?" he asked again, the same polite friendly tone in his voice, however Madame Luna did not smile or bat one eye as she sat, her back straight, across from the greasy stallion.

"I understand, monsieur, that you are a…private investigator of sorts?" she asked, eyeing him with much contempt.

Crafty Crate however had not recognized her distrust in him and was beaming from ear to ear. "Indeed madam! In fact, while I am a humble stallion, I do pride myself on being the best that one can find here in Maris!"

"So I've heard," she muttered.

Crafty Crate continued beaming. "Yes, I have worked for many of the great families here in Maris, including the Countess Fleur de Lis! Why, she hired me to find her sister who had been missing for 25 years…25 years, can you imagine! I had very little information to go on, but I did find her! She was staying in Trottingham, now that I remember-"

"Yes, yes, that's all very good monsieur, but I need you to find two ponies," Madame Luna interrupted.

Crafty Crates expression changed at her words. "Oh I see…well…I must say madam, it will be somewhat more expensive, you see…tracking two ponies down. Not to mention that it may take longer-"

"Do not fear monsieur, you will be paid quite handsomely."

Gone was Crafty Crates apprehension, his beaming smile returning at once to her words. "Splendid!" he exclaimed before pulling himself closer to the desk before him. "Now who are these individuals that you'd like me to find?"

Madame Luna watched him closely as he took notes on what she was saying. "The stallion's name is Time Turner," she explained. "He's in his 50's, brown coat, thin, with gray hair and a gray mustache and beard. He's from Sweetlan, but has been living in Prance for quite some time," she paused to be sure that Crafty Crate had gotten everything she said thus far. "The mare's name is Fluttershy, she is his daughter. She's the same height of her father, perhaps somewhat taller, with light pink hair, a yellow coat, and light blue eyes, which are the same color as her father's. About 20-21 years in age," she explained.

Crafty Crate nodded his head as he wrote down the descriptions. "And you believe that they are in Maris?" he inquired.

Madame Luna shrugged her shoulders. "Monsieur Time Turner and his daughter worked very briefly for the Maris Opera House. Monsieur Time Turner is a violinist," she explained, before adding, "I would appreciate it, monsieur, if you left the Maris Opera House and those that are connected to it…out of your list of inquiries."

Crafty Crates brow furrowed at this, but nodded his head. "I shall do all that I can madam," he said while rising from his chair to show Madame Luna out. "And I shall inform you at once when I learn of anything."

"I would like to be informed within a week, monsieur."

Crafty Crate practically stumbled at her request. In truth, it was more of a demand. "A week?" he choked. "I beg your pardon madam, but…a week is hardly enough time to learn anything!"

Madame Luna lifted an eyebrow at his words. "I thought you were credited as being the best? After all, did you not tell me that you had been able to find the sister of the Countess Fleur de Lis who had been missing for 25 years?"

Craft Crate cleared his throat, straightening his jacket. "Well, I do not wish to brag…but there are those that have esteemed me as such," he explained. "But you must understand madam, the Countess Fleur de Lis was a mare with connections! It is much harder to find, forgive me, a common violin player and his daughter."

Madame Luna slowly rose from her chair and handed the private investigator a small card. He took the card, looking most confused, before glancing at the name, his eyes widening as he read it. "The Marquis Filthy Rich?" he gasped.

Madame Luna nodded her head. "Monsieur Time Turner told me that Fluttershy's mother, his late wife, was the daughter of the Marquis Filthy Rich." Crafty Crate simply glanced back and forth between Madame Luna's calm features and the card he held in his hoof. "I believe, monsieur, since connections are what you seek…that will be a good place to begin."

"Indeed," he whispered, tucking the card into his inside coat pocket. "One week…I will contact you and tell you everything that I can," he murmured.

Madame Luna gave a thin smile to the private investigator before producing a check from her purse and placing it on the desk. Like a greedy colt who had just been given candy, Crafty Crate snatched the check, his eyes wide as he read the numbers. "As a down payment," she explained, before putting her gloves on and walking towards the door. "I must stress, monsieur, how important it is that you find them…I pray that you will not delay the search."

"No indeed madam," Crafty Crate replied, tucking the check into his coat pocket and rushing to open the door of his office for the dance mistress. With a curt nod, Madame Luna walked out of the stone building, leaving the bewildered investigator to take in everything he had just been told.

"Bonbon!" he cried, and the chambermaid from earlier, came quickly. "I will be out all afternoon, on business…in fact, I will not be able to take any new clients for at least a few weeks," he instructed. The maid gave a small curtsy, handed her employer his hat, and opened the door for him.

Crafty Crate nodded his thanks before descending the stone steps of his building and heading west. He had just gone around the corner when a large silver-tipped walking stick struck out from the shadows to stop him. Crafty Crate cursed as he nearly tripped over the stick, prepared to unleash his anger at the individual, but swallowed his words as he gazed upon the handsome face of Prince Blueblood.

Blueblood gave a wry smile to the investigator, glancing briefly ahead of him, and watching the coach that carried Madame Luna, head north. "Whatever she's paying you…I'll double, for the same information."

* * *

_**Changes**_

Discord was pacing in one of the shadowed tunnels of the underground labyrinth. But it wasn't simply any tunnel…it was the tunnel that led to her chamber.

He cursed himself over and over as he paced, feeling like such a fool for being there. What was he doing there anyway? He ran a paw through his black hair, knowing the full reason why. She had called him a monster…and she was right.

Ever since the night he heard her sing and saw her bathing in the lagoon, he did not trust himself around her. She was beautiful, seductive, and had the voice like an angel. Music was his greatest passion, and she embodied music. She had shown him countless times that she was a unique mare. She had a spirit that did not cower before him or other stallions, she stood by those she loved, her nature was kind, and she was not so easily blinded by the illusions others created in front of her…like the Prince. And he still didn't understand why…why when she had the chance to run away and be free, that she returned to the Opera House, and helped nurse him back to health. Was it pity that she felt for him? If so, he didn't want it, and perhaps that was why he was so cold to her.

But he knew it was more than that. It was not pity that he saw her give to the others; she had become a close friend to all of them…with the exception of Rainbow Dash who wanted nothing to do with her…although Discord had noticed that Rainbow Dash was less grumpy these days.

No, she didn't pity him, pity was the last thing she felt towards him. Discord sighed, knowing he had been cruel, that he had been ruthless. Yes, he had warned her he would be hard and demand much from her, but…he had been blinded by his own discovery of her voice to forget that the voice belonged to somepony…and he had not made that realization until he had her in his arms against the piano.

He groaned as he remembered how she felt in his arms. She was trembling slightly, but it was out of anger and contempt. That was not the way he wanted to feel her against him. Discord knew it was impossible, she would never allow such things to happen…but he longed to feel her tremble willingly in his arms, to feel her sag against him and clutch at him for strength. He groaned again and felt his loins stir at the thought, but he quickly shook the thought from his head.

When Rarity had asked him what he feared, he could not look into the mare's eyes, for the answer would reflect in them. Over twenty years ago Discord had watched as a mare he believed himself in love with throw herself at another stallion. He had felt so happy in those days when he wrote her songs and poems, watching her from afar, ready to protect her at all costs if someone dared to attack the beautiful dancer. But Pinkamena was like all the others; a handsome face with money flattered her dancing, filled her head with sweet compliments, and within the blink of an eye, she was on her back with her legs spread wide for the spoiled Prince. Discord knew since that day that love was a weakness designed to make stallions go mad. And that was exactly what he was experiencing all over again with Fluttershy…madness.

So he resorted to treating her like an object instead of a living being; after all, that was how he was treated for the first seventeen years of his life. By being cruel he would not be able to care; and she would come to despise and hate him, which should insure that the damn stirrings within his soul and heart would disappear. But he was wrong…

He devoted himself to music, composing and conducting, loosing himself in his masterpiece. He wrote letters to the mangers, demanding that they prepare for his opera, knowing he could not wait; he wanted it to be performed before the season was over. He threatened them, frightened them, even kidnapped Fleur De Lis, and yet still he could not get the mare out of his head. He had gotten to the point when he was able to separate her voice from herself…but that all changed when she refused to sing and he became violent.

He hated himself for that. He had done many things in life that he was not proud of…but he truly felt that was one of his lowest moments.

So here he was…pacing in the tunnel near her chamber. Rarity didn't tell him to come and apologize, to go and speak with her…he just felt the need to do it himself. But he still felt like such a fool.

"I'm being more of a fool for standing out here," he grumbled to himself. With a sigh, Discord descended down the tunnel, prepared to look like an absolute idiot.

Fluttershy was lying on the bed on her stomach, gazing at the tiny trickling waterfall that poured into the tiny pool. Her throat was beginning to feel better, however the rest of her felt sore from the fight that she had had with Discord. She wanted to hate him, felt she had every right to, but still, no matter how hard she concentrated, there was still a part of her that wanted to embrace him, to show him that not everyone in the world was cruel, to teach him happiness and…and…affection?

Fluttershy groaned and buried her face against her pillow, unaware that she had a visitor.

"Is this a bad time?"

Fluttershy gasped and turned around at the sound of Discord's voice. She stared up at him as he stood in the entryway of her chamber. She swallowed the lump in her throat and quickly sat up, smoothing the skirts to the yellow and blue dress that she wore, one of the many costumes he had given her.

"I…I am not prepared to sing, if that is what you have come for," she said, trying to sound angry, lifting her chin and looking stubborn.

Discord fought the grin that was trying to break free from looking upon her expression. "I have not come here to ask you to sing," he explained.

Fluttershy stared him, unsure what to say next. What was it that he wanted then? The anger on her face disappeared, now replaced by confusion, which Discord could not help but smile a little at. She frowned when she noticed his smile and rose to her hooves, squaring her shoulders and meeting his gaze. "You may see yourself as lord and master of this labyrinth monsieur…but this is my room, therefore I demand that you tell me what business you have and then be gone."

Discord stared at her, somewhat flabbergasted at her words. Then, remembering the reasons as to why he had come in the first place, he too stood straighter and folded his paw and claw behind his back. "I…I have come to…to…" why was this so hard?

Fluttershy folded her arms across her chest, waiting for him to finish whatever it was that he was having great difficulty with saying.

He grimaced at her expression and finally came out with it. "I've come to apologize." There, he'd said it.

Fluttershy stared at him. That was the last thing she had been expecting.

"I…I beg your pardon?"

Discord groaned. "Fine, I'll say it again if that will suit you, I apologize for the way I treated you…for the way I have been treating you…" he whispered, his gaze falling to his hooves.

Fluttershy stared at the creature who stood before her, tall, thin, dressed in black, his white mask giving off a persona that was ice cold. Yet she knew he meant every word.

"The truth is…music has been the only thing that has given me joy in this life," he continued, his gaze never leaving the ground. "And when I heard your voice…" he paused and looked up at her, his amber eyes catching hers. "I meant it…and I still mean it, your voice is unlike anything…it's…it is exquisite," he sighed, not being able to think of better words for such a beautiful instrument. Fluttershy blushed at his words, her own eyes falling to the floor this time. "And when I heard you sing that night…I just…you have no idea what this opera means to me," he rushed. "I have been working on this opera for most of my adult life, and…and when I heard you sing, I simply…I have never felt more inspired…" he whispered, his eyes burning as they gazed upon her.

Fluttershy felt the heat rise in her cheeks, but she could not look at him, she was afraid that if she did, she may melt where she stood.

"I know I have not been the easiest of people to get along with," he grumbled, "and I did warn you that I would be hard…but you were not expecting a slave-driver, I'm sure." She lifted her eyes then, feeling his genuine regret. "And…while I want this opera performed more than anything, with you in the role of Aminta…I do not want to be your task-master."

Fluttershy opened her mouth to protest, but Discord raised his paw to silence her. "I do however want to be your tutor…and a proper tutor at that, someone who cares about his protégée…and not simply the music she is singing."

There, he had said his peace. He wasn't expecting anything from her, and he wasn't saying he would stop being strict, but he was hoping that she would still sing for him. The idea of her not singing again, the idea of him not being able to hear her angelic voice…it was more than he could bear!

Fluttershy nodded her head slowly, looking down quickly so that he would not be able to see the blush on her cheeks. "Thank you…" she whispered. There was a long pause before she realized he was waiting breathlessly to hear whether she would still sing for him. "Yes, I would like to continue learning with you, monsieur." After all, what choice did she have? It was still her only key to freedom.

Discord wanted to smile and shout to the heavens, but he contained himself and gave a small bow. "Thank you, mademoiselle," he said simply. "And…please, call me Discord." Where had that come from? Discord couldn't believe what he just said and imagined what an idiot he must have sounded like, however all those thoughts drifted away as Fluttershy whispered his name for the first time to his ears.

"Discord…you are most welcome, Discord."

Discord gave another bow, turning to leave, but stopping quickly. "How is your throat feeling?" he asked, his eyes lit with concern.

Fluttershy couldn't help but smile a little. "It is getting better, thank you," she whispered.

Discord was glad to hear it, but his concern was still etched across his features. "Rarity was right…and I'm sorry I pushed you despite it. Tomorrow you continue resting your voice. If you're feeling up to singing the day after, then we shall begin again."

Fluttershy smiled and thanked him again. It was hard to believe…but it did seem that he truly had changed!

"You're very welcome mademoiselle," he replied, and then turned to go again.

"Fluttershy!" she called out. Discord who was standing in the shadowed entryway emerged back inside, like an animal of prey rising from the shadows. Fluttershy had to grip the bed post in order to keep her balance from the seductive sight. "It's only right, I think," she quickly explained. "That if I am permitted to call you Discord…then I wish for you to call me by my name."

"Fluttershy," he practically purred, and she tightened her grip on the bed post.

"Goodnight, Fluttershy," he whispered, and then without any warning, he leaned in and took her hoof, raising it to his lips and kissing the it ever so softly. A sharp current of electricity streaked throughout her body.

"Goodnight…Discord," she whispered, watching him turn and leave her alone in her chamber, with nothing but the strange feelings that scorched through her heart to keep her company.

* * *

Blueblood tapped his cane impatiently against his boot as he sat and waited for Crafty Crate to organize himself in his tiny cold office.  
It had been one week since their last encounter in the ally near Crafty Crates' building. One week since Blueblood cut a deal with the private investigator to inform him of everything he was seeking out for Madame Luna. And he was beginning to lose his patience…

Things were getting complicated with the police keeping Time Turner behind bars. Time Turner was proving to be an expensive chore; Blueblood had not expected a whole month to go by without word from Fluttershy. And the police themselves wanted to be rid of the stallion; twice he had to convince them not to send him to the nearest asylum, and hold him just a little longer.

When he learned that Madame Luna was seeking the aid of a private investigator, Blueblood felt that at last an answer to his prayers was coming! But now he was having serious doubts as Crafty Crate clumsily cleared his desk from the piles of papers and cigarette butts that littered it.

"I beg your pardon monsieur, I was not expecting you…" he quickly explained, hurrying as best he could.

Blueblood gave an aggravated sigh. "Do you have any information at all, monsieur? I am a busy stallion and-"

"Oh! Oh I do monsieur! Information that you will take great pleasure in, I believe!"

Blueblood eyed the private investigator, feeling serious doubt, but waving his hoof at the stallion. "Have at it then."

Crafty Crate straightened the tie at his neck and folded his hooves on the desk before proceeding. "I am not sure if you are aware monsieur, the connections that Time Turner and his daughter have in society."

Blueblood rolled his eyes at this. "What sort of connections do a violinist and a costume mare have?"

"Well, very large ones, monsieur," Crafty Crate grinned, before taking one of the papers he had shuffled through and passing it towards the Prince. "This is the birth certificate of the one and only daughter of the Marquis Filthy Rich."

Blueblood eyed the piece of paper and handed it back to Crafty Crate. "And this means…?"

"Well, you see, nearly twenty-two years ago the Marquis Filthy Rich's daughter was discovered to be in a state of marriage that was most disagreeable."

Blueblood waved his hoof in an irritated manner, urging Crafty Crate to continue. He hated dramatics.

"Apparently, although no one entirely knows how, the mare met a young Sweetlin immigrant by the name of Time Turner!"

Blueblood practically fell out of his chair. He stared at Crafty Crate, the expression on his face both shocked and disbelieving. "What are you saying?"

Crafty Crate grinned. "That the filly produced from the disagreeable marriage…is the granddaughter of the Marquis Filthy Rich."

Blueblood was in total shock. Fluttershy, the costume mare, the country bumpkin…had noble blood running through her veins? "Tell me more," he urged, leaning forward and eating up every piece of information.

"Well," Crafty Crate continued, putting on some spectacles and leafing through some more notes. "As you can imagine, the marriage was never accepted by the family and the mare was shunned from both them and society. Yet she lived quite happily with the stallion known as Time Turner on a country farm where they had their first and only filly, a daughter, named Fluttershy."

Blueblood nodded his head. "You have proof that this was the exact stallion?"

"I made some inquiries with the household of the Marquis Flithy Rich, as well as traveled to the farming village that Time Turner and his family lived," his expression changed to one of sadness. "Quite tragic actually; while Time Turner and his bride lived contently with their daughter, the Marquis and his family never spoke to her again, shunning her completely, and after the poor mare died five years ago, the Marquis seized the land that Time Turner lived on and sold it, thus forcing the violinist and his daughter off the property."

Blueblood could care less about this. "Yes, yes, extremely tragic," he groaned sarcastically. "But tell me about the granddaughter's connections to the Marquis? Was her mother disinherited from the family?"

Crafty Crate shook his head. "Most the villagers believed so, but from a conversation I had with the Marquis' household, apparently not! While the mare was shunned for marrying Time Turner, the Marquis never changed his will! She was promised a hefty allowance after the death of her father, and that allowance would be passed on to any children that she may have."

Blueblood stared at Crafty Crate with wide eyes. Fluttershy was rich. She had a fortune waiting for her…and from the sound of things, the mare was not even aware of it.

"What of the Marquis?" Blueblood asked, leaning against Crafty Crates desk, desperate to learn all that he could. "Is the stallion in good health? I thought I heard rumors that he had fallen ill…"

Crafty Crate sighed. "Sad, but true. The household informed me that the Marquis is in a bed ridden state. As you can guess, he is a very old stallion, with extremely poor health and it is believed he will not last past this upcoming winter."

"Utter tragedy," Blueblood whispered, images of the Marquis' money appearing before him.

"And that's not all!"

Blueblood awoke from his day dream and stared at Crafty Crate like a starving stallion. "Tell me…"

"Well, this granddaughter of the Marquis is the only living relative. The Marquis had three children, two sons and a daughter. I learned that the two sons had died years ago; one was in the army and died in battle while the other…well, sad to say, he had a bit of a gambling problem, and he was shot when caught cheating at cards," he sighed. "The poor wife of the Marquis killed herself by slicing her wrists open after learning that her eldest son was dead. And the Marquis has no other living relatives. So, if it is as the household has told me and the will has not be changed…not only does this Fluttershy receive her mother's fortune…but also the land and all the titles that go with it upon the Marquis' death."

Blueblood was like a dog, salivating for a beef bone. Fluttershy was rich; she was nobility; she was an heiress.

…And she was totally unaware of it.

"Monsieur?"

Blueblood awoke from his thoughts and looked at Crafty Crate with wild eyes. "Have you told Madame Luna any of this?"

Crafty Crate shook his head. "I have not seen her yet, but I am expecting her at some point today. Shall I tell her the same news?"

"NO!" Blueblood barked, before quickly calming himself, running a hoof through his blonde hair and fixing his jacket. "No…in fact, tell her nothing. Simply explain to her that you were unable to learn anything from the tip that she gave you but that you will continue trying."

Crafty Crate nodded his head, watching the Prince intently as he rose to his hooves and began to pace across the small office. Fluttershy was an heiress! A single mare of great fortune! Blueblood knew that one day he'd have to marry in order to create an heir for his own title, but he had resorted to waiting another five years before taking such steps. Yet now…now the lovely Mademoiselle Fluttershy had landed on his lap with her great fortune; and to think he was only interested in bedding her!

No, now Fluttershy proved to be a much "worthier" cause for discovery. He had to find her before she learned about her fortune, before her grandfather died! By marrying her, he, being her husband, would come into full rights for the land, title, and all that went with it. And, he could use some of that money; his own gambling debts were climbing higher and higher, and the Opera business as of late was proving to be more of a headache. But with Fluttershy as his wife…it was the beginning to a life of endless possibilities! He just had to figure out what to do with the old stallion…perhaps he could still serve his purpose as an object for blackmail?

"Monsieur?" Crafty Crate asked nervously, not sure if it was wise to interrupt the pensiveness of the Prince.

"Have you learned anything else?" Blueblood asked.

Crafty Crate shook his head. "Not yet monsieur, but soon! I understand that Monsieur Time Turner and his daughter were last seen at the Maris Opera House-"

"Forget the old stallion," Blueblood ordered. "In fact, don't waste any more of your time in this investigation on him…I want you to spend all of your time, morning, noon, and night, on learning the whereabouts of his charming daughter."

Crafty Crate opened his mouth, prepared to protest, but remembered the handsome payment the Prince had offered him and remained silent. "What shall I tell Madame Luna?"

"Anything, make-up whatever you want," Blueblood grumbled, waving his hoof in a dismissive manner. "But find me that mare…and I promise you Crafty Crate, I will make it very worth your while."

Blueblood left the stone building of the private investigator, the look on his face extremely pleasant and satisfied. He climbed into his carriage, whistling a jolly tune, much to the surprise of his driver. "Home, monsieur?" the driver asked.

Blueblood grinned. "No my good stallion, we have some shopping to do!" Blueblood said with good humor. "I have a wedding to plan…"

* * *

_**Friendship**_

Fluttershy awoke that morning feeling energized and happy, a feeling she had not had in a long time. She stretched her arms over her head and yawned before she realized what day it was.

Today she would begin singing again.

One week ago Discord had told her she needed to rest her voice. Originally it was for a day, but he later informed her that a week would truly be more suitable and thus gave her strict instructions on how to take care of her voice, from drinking Rarity's special tea to doing breathing exercises that would help her draw upon the strength of her diaphragm for support rather than her throat.

Fluttershy had to admit, when he informed her of this, she was somewhat disappointed.

Truth was, her voice and throat felt much better; however she followed her tutor's instructions, although she was saddened by the simple fact that it would be a while before she could rehearse with him again.

She didn't know why she was eager to rehearse with him, after all, the other times had been grueling and stressful; yet now…after he came and apologized to her, she found that she couldn't wait to see him…and be alone with him again.

She liked how her voice pleased him. She tried to not let his praises go to her head, but now and then she couldn't help but feel like a star, a prima donna in the making. She just hoped and prayed that if she ever got her chance to perform on stage in a leading role, she would not become like Fleur De Lis.

The days that passed during her resting period were long and rather dull. She tried to pass her time by doing specific activities, such as helping Rarity repair holes and sew new clothes for the others, to being an audience for Derpy who was so excited at her progress with learning to read. Shortround showed her how to get around the tunnels of Discord's labyrinth, and what to watch out for if she ever got lost. Fluttershy was adapting more and more to her underground home; her eyesight was growing keener in the darkness, and her ability to know what time it was despite the shadows that surrounded them was improving as well. Even Rainbow Dash was beginning to become comfortable with her presence, even though he continued to keep his distance. She recalled how earlier in the week the three came to her chamber announcing that they had specific instructions from Discord to build Fluttershy a fireplace. They set to work right away, Rainbow Dash supervising for the most part, demanding that it be perfect. Several hours later, their work was complete, and Fluttershy had a cozy little fireplace to keep her chamber warm as the late autumn nights grew colder and colder. She thanked all of them and it was Raindow Dash who replied a simple, and somewhat gruff, "you're welcome", before turning and leaving. Fluttershy could have sworn she saw the hint of a smile on her lips, but she knew that she would never admit it.

The week went on slowly, and while she was grateful for the company of Rarity, Derpy, Shortround, and yes, even Rainbow Dash…the creature she longed to be with most kept himself hidden away in his chamber, composing.

Sometimes late at night, Fluttershy would lie in bed and listen to him playing his organ. She had never realized what a beautiful instrument the organ was until she heard him play it. Sometimes he would play sonatas by the great composers, other times he would play what she assumed were his own creations. But all of them were beautiful, and she would be lulled to sleep by their haunting lullaby.

It was two days before the end of her resting period when she finally saw Discord again. She was in her chamber, sewing a patch onto one of the dresses he had given her which she had accidentally ripped, when he announced his dark presence by silently standing in her entryway, not saying a word until she noticed his form casting a dark shadow upon the ground.

"How are you feeling?" he asked, his voice deep and rich, yet filled with genuine concern.

Fluttershy couldn't help but smile, and quickly rose from the chair she was sitting at, patting out the crinkles in her skirt, and walking towards him, her hooves folded in front of her. "Much better, thank you," she said brightly, blushing as she realized how silly she must sound.

Discord however smiled at her cheery tone, his own posture relaxing as well. "I'm glad to hear it…but we will wait till the week is over before we begin again," he instructed. Fluttershy nodded her head, knowing that was what he would say, however she couldn't help but feel disappointed.

"Are you practicing those exercises like I taught you?" he inquired, fully entering the chamber now and pacing around the small space. Discord couldn't help but feel somewhat out of place. The chamber was small and lovely, with lace and velvet and silk to decorate it and the smell of lavender and rose petals perfuming the air. Basically, it was everything he wasn't. He feared that if he turned too abruptly he may break something!

Fluttershy smiled and blushed a little more. "Yes, every morning and evening for twenty minutes at a time."

Discord turned and smiled at her, feeling pride for his young pupil. Things were different now; her eyes seemed brighter and her face seemed to have this beautiful glow that radiated off her skin despite the darkness that surrounded her. He too felt the difference; once upon a time he feared that being close to her would cause him to lose control…yet now, he had resorted to not only be strictly "professional", but…somewhat friendly as well. He was sure that by behaving in such a manner, he would be able to keep his emotions in check, and not stress so much about their next encounter. Plus, his compositions were being inspired with new intensity and life! Indeed…he was glad things were changing.

"Good, keep it up. When we next meet to rehearse, your diaphragm will be able to help you with those higher notes, as well as perfecting your breath control for the longer sets." Fluttershy nodded her head, a small sad frown forming on her lips as she saw him turn and head out of the chamber. "Oh!" he turned around and pulled something out of the pocket of his jacket. "I thought…perhaps you would appreciate these to pass the time?" Discord felt somewhat foolish as he held out a bulky paper package, imagining what he must look like.

Fluttershy was surprised by the gesture, and noticing his embarrassment, quickly took the package from his paw, blushing as her hoof and his paw brushed for a moment, and then quickly unwrapping it. Discord winced. "You really don't need to do that now…" but it was too late, she had unwrapped it and gasped.

"The Bronte sisters…the poems of Lord Byron…and a collection of gothic short stories!" Discord was not expecting the reaction to which she had. Her face lit up like a star, her eyes glowed with happiness, and she actually began to jump up and down! "Oh thank you so much! I have missed reading, especially books like these!" Suddenly, without warning, Fluttershy threw herself around him and hugged him tightly. Discord did not know what to do! He was surprised to say the least! Before he had a chance to react, Fluttershy suddenly released him, her cheeks aflame as she realized what she had done.

In that brief moment, Discord caught the smell of her hair, which reminded him of fresh cut roses and jasmine. He felt the smoothness of her coat against his neck as she stood on her tips to hug him, and he felt the gentleness of her body against his chest, which caused his body to stir with passionate awakening.

As for Fluttershy, she had felt the strength of his muscles beneath his finely made clothes, and there was a pleasant fragrance about him…the smell of candle wax from the long nights he stayed up composing, and incense that he had burning in his chamber. It was a sweet masculine smell; she blushed for she did not know what stallions should smell like…but she believed that they should smell the way Discord smelt. "T-t-t-thank you," she stuttered, blushing furiously for her boldness. "How…how did you know?"

Discord straightened his jacket and shirt, his posture going stiff again. "I had the book of Byron's poems…sometimes I look to them for inspiration while composing…and as for the others, I…well, I found them…above…" In truth, the previous night Discord had gone above to the streets of Maris, keeping himself hidden in the shadows. There was an old bookshop near the Opera House that Madame Luna had gathered many of the books for himself and the others. Not being on present speaking terms with her was not making life easy for all of them, but Discord saw a colt in the same ally he occupied, looking very hungry. With his hat tipped low and the collar of his cape lifted high, he promised the colt several gold coins for food if he would fetch some books for him in the shop ahead. The colt eagerly took the list of books Discord had given him and set about on his task. Pleased with what the colt was able to get, Discord kept his promise and awarded the colt with enough money to not only feed himself and his family for that night, but for a whole week.

"Derpy had told me how much you love to read…" he rambled on. "And…she also explained the type of books you liked. I just thought that perhaps…these would help, with passing the time…" he could kill himself for how foolish he sounded.

But Fluttershy was more than happy. Books like these were childhood friends to her, and more than that; they reminded her of her mother and of the nights they would stay up late finishing the chapter they were currently reading, and then having to read the next for fear of what would happen to the heroine and her lover. "Thank you so much…" Fluttershy whispered, so moved by his kindness that she felt some tears behind her lashes. She quickly blinked them away.

Discord gave her a soft smile before bowing, as he seemed to do whenever they were together, which made her feel like a princess. Before he turned to go, he glanced at her fireplace, seeing the small but warm glowing embers burning in its center. "Are you warm at night?" he asked, once again showing her some genuine caring and concern. "Is the fireplace doing its duty?"

Fluttershy smiled and nodded her head. "Yes, thank you, it's very lovely."

Discord smiled and bowed once more, before retreating into the shadows beyond her chamber. Fluttershy listened as his steps faded away into the distance before leaping with joy once more and jumping onto her bed with a large flop. She grinned as she picked up one of the books, settling back for a wonderful adventure of gothic mystery and romance.

And that was how she spent her last few days of resting. Now the morning had come when she would begin again. A part of her was somewhat worried; had things truly changed between her and Discord? True, they seemed to be friendlier now, and he was showing her more kindness than before…but what would happen when she started singing again? Would the task-master resurface? She knew that he would still be demanding and strict, but would he be considerate and caring as well?

She shook her worries away, feeling that today was the beginning of something new. Today she would sing for him not because she had to, but because she wanted to. She loved music just as much as she loved her books. And she would show him the same passion he had for music, and perhaps then they could truly grow into what she hoped for, more than anything…friends.

* * *

"And again…" Discord commanded, his paw and claw brushing over the keys of the piano with both delicacy and precision.  
Fluttershy nodded her head and took a deep breath, singing the familiar cords once more.

"_Think of me…_  
_Think of me fondly_  
_When we've said goodbye…_  
_Remember me,_  
_Once in a while_  
_Please promise me, you'll try._  
_When you find,_  
_That once again you long,_  
_To take your heart back and be free…_  
_If you ever find a moment,_  
_Spare a thought for me._"

Discord stopped playing and Fluttershy bit her lip. What had she done wrong now? They had been rehearsing for about two hours now, and for the last hour they had been working on Don Juan Triumphant.

When she first arrived, Fluttershy decided to wear a purple gown with lace ruffles that she remembered Discord admiring once in the past. When he first caught sight of her entering his music chamber, his breath caught in his throat. She looked beautiful; beyond lovely, and it wasn't the dress, for he had seen her wear that dress before. It was the way her hair fell about her face, the way her blue eyes sparkled in the candlelight, the way her smile spread across her fine features. Discord rose from the piano bench and bowed, to which she gave a gentle curtsy. "Monsieur Discord," she greeted, with a warm smile.

"Mademoiselle Fluttershy," he greeted back, feeling a smile break across his own hard features. She approached the piano with confidence, ready to sing, but before they began, Discord had her go through a few breathing exercises once more, just to be sure she was ready. He cursed himself when he realized that his eyes had drifted over her body while she went through the exercises. A professional instructor does not leer at his student, Discord inwardly reprimanded. He then began to play some scales on the piano, to which Fluttershy sang back to him.

After the scales, Discord chose to play some Italian arias for Fluttershy to sing. "On 'la'," he instructed, and she followed his lead. "You need to support yourself more during this bar; sneak a breath in if you must, although you need to try and get to a point when you can fully rely on your breath support to get you through." Fluttershy nodded her head and did as he instructed, going over the arias several times before Discord felt she was finally gaining confidence in her breath support to get her through. At this point, he felt it was time to move to Don Juan.

For the last hour they had been practicing various songs that Aminta sung in the opera, and for the last twenty minutes, they had been working meticulously on one of Aminta's main songs, "Think of Me." If Fluttershy had to pick, she would have to admit that this was her favorite song of Aminta's. However, there were little things that caused Discord to moan and groan over; she needed to carry the notes further, she needed to remember her cut off, she needed to save her breath for this bar, not that one. Yet Discord's suggestions were not like before; yes, it was obvious that he was demanding perfection, but now, instead of dreading to sing, Fluttershy felt encouraged, even empowered, to do better. She too wanted it to be perfect, and so each time he asked her to sing it again, she did, with new confidence that she was going to get it better.

She looked at him after he had her stop, wondering what she had done wrong and what she needed to do better. She waited for his instructions, but instead, he was staring at her, a small smile slowly spreading across his face. "That…was perfect," he whispered.

Fluttershy stared back at him. "A-a-are you sure? Because…I thought that perhaps I stumbled a little there with those notes around the second measure-"

Discord found himself chuckling. "Good God, I've created a monster," he laughed, grinning up at her and smiling as he saw her smile back. "You sang that beautifully…and I would like it very much if you could sing the whole thing now, no stopping, and with as much confidence that I know you possess. Let your spirit shine through Fluttershy," he instructed, his voice dark and sensuous, causing shivers to run up and down her spine. She nodded her head and listened as the introduction to the song began again.

"_Think of me…_  
_Think of me fondly_  
_When we've said goodbye…_  
_Remember me,_  
_Once in a while_  
_Please promise me, you'll try._  
_When you find,_  
_That once again you long,_  
_To take your heart back and be free…_  
_If you ever find a moment,_  
_Spare a thought for me._"

He continued playing, conducting her with nods of his head, and Fluttershy continued singing, closing her eyes and pouring her heart into the song.

"_We never said,_  
_Our love was evergreen,_  
_Or as unchanging as the sea–_  
_But if you can still remember,_  
_Stop and think of me…_"

"_Think of all the things we've shared and seen–_  
_Don't think about the things which might have been…_"

She opened her eyes then and looked directly at Discord.

"_Think of me,_  
_Think of me waking,_  
_Silent and resigned._  
_Imagine me,_  
_Trying too hard_  
_To put you from my mind._  
_Recall those days,_  
_Look back on all those times,_  
_Think of things we'll never do–_  
_There will never be a day, when_  
_I won't think of you!_"

Their eyes were locked with one another and Discord continued playing, for this was a large orchestral interlude in the middle of the song. Her voice was like heaven…he had never known such exquisiteness, that such purity could exist in such a world. And while their gazes were focused on each other, Fluttershy didn't miss a beat, she continued singing when the interlude ended, closing her eyes and feeling the music wrap around her like a blanket.

"_We never said,_  
_Our love was evergreen,_  
_Or as unchanging as the sea–_  
_But if you can still remember,_  
_Stop and think…_"

She paused. In the song, she was supposed to continue and end like she had earlier, but instead she seemed to be lost in her thoughts. Discord was both puzzled and worried, and his playing immediately came to a stop. But before he could ask her what was wrong, her voice, like a crisp clear bell, rang throughout the cavern.

"_A-a-a-a-ahhh! A-a-a-ahhh! A-a-a-a-a-a-a-ahhhhhhhhhhhh…_." She carried the notes out as if she were performing a scale and Discord was at a loss.

Then, his instinct for music kicked in, and his paw and claw came crashing down on the piano, matching what her voice was doing for a large climatic finish.

"_Aaaaaaaaaaahhhhhoooof me_!"

His paw and claw hit the final cords of the piano, and they both let out long ragged breaths, each surprised and startled by what had just happened.

Fluttershy slowly opened her eyes, the spell of the song coming to an end, and her lips curled in a beautiful smile. She had no idea what had just happened, but it was like the music had urged her to make the song her own, to possess it, to lose herself in its passionate cords. She looked at Discord, her smile bright and wide, but it quickly disappeared as she saw the dark expression on his face. He was displeased.

"I…I'm sorry," she whispered, her cheeks turning a bright shade of red. "I…please, forgive me, I don't know what came over me…I just…I thought…"

"That you would improve the song?" he asked, lifting his unmasked eyebrow.

Fluttershy paled. "Oh no! No, it's beautiful the way it is! I would never dream of-"

"There is no need to apologize," Discord interrupted, his voice entirely sincere. Fluttershy stared at him, trying to read his eyes, to see if he meant it…and was surprised to see that he did! "It was beautiful…" he whispered. "You did something that I had never dreamed possible…and I am extremely humbled."

Fluttershy opened her mouth to protest, but Discord lifted a claw. "No, I mean it. You improved the song, greatly, and I don't want you to change it at all. I shall rewrite it tonight and add your valuable correction to it."

Fluttershy was unsure what to say. She was flattered by his words, but she also felt embarrassed and disheartened for what she had done. Did he now think he was horrible? Far from it! His music was so moving, so captivating; let people say what they will about the great composers, Fluttershy was convinced Discord was one of them. "Discord, I…I want you to know…"

"I think we have had enough rehearsal for today, my dear," he said shortly, his eyes not meeting hers. Fluttershy bit her lip, feeling that she had indeed done something wrong.

"A-a-already?" she whispered. In the past, they would sometimes rehearse the whole day. "But it's only been two hours-"

"It was wrong of me to force you to sing all that time before," he simply said. "A good tutor knows when it is time to end for the day, and today is a perfect time. We have reached perfection my dear…there is no point with trying to out do it."

Fluttershy could understand what he was saying, but she still felt responsible and guilty for what she had done. "But-"

"Please," he whispered, raising a paw and rising from the piano bench, his height and width towering above her. They were so close that they could feel the other breathing. "Don't apologize for what you have done…" his gloved claw reached out to brush away a few curls that had fallen across her cheek. Fluttershy stood frozen as she felt the gentle brush of his leather-clad paw and claw. Discord himself could have sworn that despite the glove, he could feel the softness of her coat. "I want you to promise me something…" his voice was rich and silky, his gaze hypnotic and locked with her own. Fluttershy knew that no matter what he asked, she would not be able to deny him. "I want you to promise me that you'll never hold back, that you'll always share your thoughts, your ideas, and your feelings when it comes to music," his claw gently continued brushing her cheek, his own eyes drowning within hers. "I want there to be truth between us…will you promise me this?" Fluttershy read the plea in his eyes, and more than anything, she wanted to wrap her arms around him and tell him she'd do anything he wanted, that she could never deny him, especially when he looked at her that way, and spoke to her so gently, and touched her as if she were made of hoof-cut glass.

Somehow, she found her voice, and quickly answered him. "Yes," she whispered. "I promise you."

Discord felt relief flood him at her promise, and reluctantly withdrew his claw. He had been lost in her voice, in her song, and now simply in her presence.

And it frightened him.

"Now," he cleared his throat, moving away from her. "I suggest you go and rest your voice, and we'll begin again tomorrow."

Fluttershy watched him as he gathered his parchment together and continued to move further and further away from her. She suddenly felt very cold, and wrapped her arms around her body, knowing that she must go, but wanting to stay more than anything. She was scared; scared of the feelings he was stirring within her, and scared of what it all meant. Could one's opinion, one's outlook, and one's very feelings towards a person change overnight or within a week? She would have said no once upon a time…but now, as she stood in the presence of the Phantom of the Opera…she had to admit that yes, it could happen. She did not see this creature as her enemy anymore. She wanted to call him friend. And her heart…she was so confused with how her heart wanted to know him.

"Good day then," she whispered, giving a small curtsy, to which he responded with an elegant bow. She had hoped he would reach out and take her hoof once again and kiss it, but he made no such gesture, and it was just as well, she thought. But before she left, she turned to him and said, "I just…I want you to know that…you may come and visit me whenever you like…" she felt the heat rise in her cheeks, knowing how foolish she must sound, but wanting him to know that he was welcome. "Good day," she quickly said, before rushing out of there before he could say anything to her.

Once upon a time Discord had told her he was not a princely hero at the end of a storybook romance; that day, Fluttershy realized how greatly she disagreed with that thought.

* * *

**Wow, more chapters than I thought, huh.**

**Welp, bye!**


End file.
